Termination of Services Clause Example with 14 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. (a) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Participant's Employment Agreement with the Company dated as of September 21, 2007, as amended (the "Employment Agreement")), or the Participant's death or disability (as defined in the Plan), all unvested shares of Restri...cted Stock, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the shares of Restricted Stock are vested, the Participant's Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all shares of Restricted Stock shall become vested immediately prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock are vested, the Participant's Service with the Company terminates for reason of the Participant's death or disability (as defined in the Plan), a Pro Rata Portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Pro Rata Portion" shall mean that number of shares of Restricted Stock that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the 2 following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.View More
Variations of a "Termination of Services" Clause from Business Contracts
Termination of Services. (a) In the event that the Participant's Service with the Company and Genco Shipping & Trading Limited ("Genco") terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company (including without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Participant's Employment Agreement with the Company dated as of September 21, 2007, as amended (the "Employment Agreement")), or limitation the Participant's death ...or disability as defined in the Plan) other than (i) removal as a Director or termination of such Service for cause (as defined in Article III, Section 4 of the Plan), Amended and Restated By-Laws of the Company) or (ii) due to the Participant's voluntary termination of his Service, all shares of Restricted Stock shall become vested immediately prior to such termination of Service. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant's Service with the Company and Genco terminates before all the shares of Restricted Stock are vested (i) due to removal as a Director or termination of such Service for cause (as defined in Article III, Section 4 of the Amended and Restated By-laws of the Company) or (ii) due to the Participant's voluntary termination of his Service, all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the shares of Restricted Stock are vested, the Participant's Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all shares of Restricted Stock shall become vested immediately prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock are vested, the Participant's Service with the Company terminates for reason of the Participant's death or disability (as defined in the Plan), a Pro Rata Portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Pro Rata Portion" shall mean that number of shares of Restricted Stock that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the 2 following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.View More
Termination of Services. (a) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Participant's Employment Agreement with the Company dated as of September 21, 2007, as amended (the "Employment Agreement")), or the Participant's death or disability (as defined in the Plan), all unvested shares of...Restricted Stock, Stock Units, together with any property received in respect of Dividend Equivalents related to such shares, Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, terminates and the Participant promptly shall return not be entitled to the Company any certificates evidencing such shares, together with any cash dividends compensation or other property received in amount with respect of to such shares. forfeited Restricted Stock Units. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the shares of Restricted Stock Units are vested, the Participant's Service with the Company is terminated by the Company without cause (as defined in the Plan) or by Plan), then, subject to 4(b)(ii) hereof, the Participant for Good Reason, all shares number of Restricted Stock Units that would have vested on the Vesting Date immediately following the date of such termination shall become vested immediately prior to vest as of the date of such termination of Service. Service, and any remaining unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. (c) In the event that, before all the shares of Restricted Stock Units are vested, the Participant's Service with the Company terminates for reason of the Participant's death or disability (as defined in the Plan), a Pro Rata Portion of the shares of Restricted Stock Units shall become vested immediately prior to as of the date such Service terminates in addition to the portion of the shares of Restricted Stock Units which have already become vested as of such date, and all other shares of Restricted Stock Units which are not and have not become vested, together with any property received in respect of Dividend Equivalents related to such shares, Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. terminates. For purposes hereof, "Pro Rata Portion" shall mean that number of shares of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the 2 following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service. View More
Termination of Services. (a) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Participant's Employment Agreement with the Company dated as of September 21, 2007, as amended (the "Employment Agreement")), or the Participant's death or disability (as defined in the Plan), all unvested shares of...Restricted Stock, Stock Units, together with any property received in respect of Dividend Equivalents related to such shares, Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, terminates and the Participant promptly shall return not be entitled to the Company any certificates evidencing such shares, together with any cash dividends compensation or other property received in amount with respect of to such shares. forfeited Restricted Stock Units. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In Except as provided in Section 4(b) hereof, in the event that, before all the shares of Restricted Stock Units are vested, the Participant's Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all shares Plan), that number of Restricted Stock Units that would otherwise become vested on the next Vesting Date shall become vested immediately prior to as of the date of such termination of Service. Service, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates without any consideration therefor. (c) In the event that, before all the shares of Restricted Stock Units are vested, the Participant's Service with the Company terminates for reason of the Participant's death or disability (as defined in the Plan), a Pro Rata Portion of the shares of Restricted Stock Units shall become vested immediately prior to as of the date such Service terminates in addition to the portion of the shares of Restricted Stock Units which have already become vested as of such date, and all other shares of Restricted Stock Units which are not and have not become vested, together with any property received in respect of Dividend Equivalents related to such shares, Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. terminates. For purposes hereof, "Pro Rata Portion" shall mean that number of shares of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the 2 following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service. View More
Termination of Services. (a) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock are vested for any reason (including without limitation the Participant's death or disability, as defined in the MIP) other than (i) removal as a termination by the Company without Director for cause (as defined in Article III, Section 4 of the Plan), by Amended and Restated By-Laws of the Company) or (ii) due to the Participant's voluntary termination of his Service, all shares ...of Restricted Stock shall become vested immediately prior to such termination of Service. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock are vested (i) due to removal as a Director for Good Reason cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company) or (ii) due to the Participant's Employment Agreement with the Company dated as voluntary termination of September 21, 2007, as amended (the "Employment Agreement")), or the Participant's death or disability (as defined in the Plan), his Service, all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the shares of Restricted Stock are vested, the Participant's Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all shares of Restricted Stock shall become vested immediately prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock are vested, the Participant's Service with the Company terminates for reason of the Participant's death or disability (as defined in the Plan), a Pro Rata Portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Pro Rata Portion" shall mean that number of shares of Restricted Stock that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the 2 following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.View More
Termination of Services. (a) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock are vested for any reason (including without limitation the Participant's death or disability, as defined in the Plan) other than (i) removal as a termination by the Company without Director for cause (as defined in Article III, Section 4 of the Plan), by Amended and Restated By-Laws of the Company) or (ii) due to the Participant's voluntary termination of his Service, all shares... of Restricted Stock shall become vested immediately prior to such termination of Service. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock are vested (i) due to removal as a Director for Good Reason cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company) or (ii) due to the Participant's Employment Agreement with the Company dated as voluntary termination of September 21, 2007, as amended (the "Employment Agreement")), or the Participant's death or disability (as defined in the Plan), his Service, all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the shares of Restricted Stock are vested, the Participant's Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all shares of Restricted Stock shall become vested immediately prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock are vested, the Participant's Service with the Company terminates for reason of the Participant's death or disability (as defined in the Plan), a Pro Rata Portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Pro Rata Portion" shall mean that number of shares of Restricted Stock that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the 2 following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.View More
Termination of Services. (a) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Participant's Employment Agreement with the Company dated as of September 21, 2007, as amended (the "Employment Agreement")), Agreement), or the Participant's death or disability (as defined in the Plan), all unveste...d shares of Restricted Stock, Stock Units, together with any property received in respect of Dividend Equivalents related to such shares, Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, terminates and the Participant promptly shall return not be entitled to the Company any certificates evidencing such shares, together with any cash dividends compensation or other property received in amount with respect of to such shares. forfeited Restricted Stock Units. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the shares of Restricted Stock Units are vested, the Participant's Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all shares then, subject to 4(b)(ii) hereof, the number of Restricted Stock Units that would have vested on the Vesting Date immediately following the date of such termination shall become vested immediately prior to vest as of the date of such termination of Service. Service, and any remaining unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. (c) In the event that, before all the shares of Restricted Stock Units are vested, the Participant's Service with the Company terminates for reason of the Participant's death or disability (as defined in the Plan), a Pro Rata Portion of the shares of Restricted Stock Units shall become vested immediately prior to as of the date such Service terminates in addition to the portion of the shares of Restricted Stock Units which have already become vested as of such date, and all other shares of Restricted Stock Units which are not and have not become vested, together with any property received in respect of Dividend Equivalents related to such shares, Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. terminates. For purposes hereof, "Pro Rata Portion" shall mean that number of shares of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the 2 following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service. View More
Termination of Services. (a) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company (including without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Participant's Employment Agreement with the Company dated as of September 21, 2007, as amended (the "Employment Agreement")), or limitation the Participant's death or disability as defined in the Plan) other tha...n (i) removal as a Director or termination of such Service for cause (as defined in Article III, Section 4 of the Plan), Amended and Restated By-Laws of the Company) or (ii) due to the Participant's voluntary termination of his Service, all shares of Restricted Stock shall become vested immediately prior to such termination of Service. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock are vested (i) due to removal as a Director or termination of such Service for cause (as defined in Article III, Section 4 of the Amended and Restated By-laws of the Company) or (ii) due to the Participant's voluntary termination of his Service, all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the shares of Restricted Stock are vested, the Participant's Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all shares of Restricted Stock shall become vested immediately prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock are vested, the Participant's Service with the Company terminates for reason of the Participant's death or disability (as defined in the Plan), a Pro Rata Portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Pro Rata Portion" shall mean that number of shares of Restricted Stock that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the 2 following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.View More
Termination of Services. (a) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Participant's Employment Agreement with the Company dated as of September 21, 2007, as amended (the "Employment Agreement")), or the Participant's death or disability (as defined in the Plan), all unvested shares of...Restricted Stock, Stock Units, together with any property received in respect of Dividend Equivalents related to such shares, Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, terminates and the Participant promptly shall return not be entitled to the Company any certificates evidencing such shares, together with any cash dividends compensation or other property received in amount with respect of to such shares. forfeited Restricted Stock Units. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the shares of Restricted Stock Units are vested, the Participant's Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, Plan), all shares of Restricted Stock Units shall become vested immediately prior to as of the date of such termination of Service. (c) In the event that, before all the shares of Restricted Stock Units are vested, the Participant's Service with the Company terminates for reason of the Participant's death or disability (as defined in the Plan), a Pro Rata Portion of the shares of Restricted Stock Units shall become vested immediately prior to as of the date such Service terminates in addition to the portion of the shares of Restricted Stock Units which have already become vested as of such date, and all other shares of Restricted Stock Units which are not and have not become vested, together with any property received in respect of Dividend Equivalents related to such shares, Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. terminates. For purposes hereof, "Pro Rata Portion" shall mean that number of shares of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the 2 following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service. View More
Termination of Services. (a) In the event that the Participant's Service with the Company terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Participant's Employment Agreement with the Company dated as of September 21, 2007, as amended (the "Employment Agreement")), Agreement), or the Participant's death or disability (as defined in the Plan), all unveste...d shares of Restricted Stock, Stock Units, together with any property received in respect of Dividend Equivalents related to such shares, Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, terminates and the Participant promptly shall return not be entitled to the Company any certificates evidencing such shares, together with any cash dividends compensation or other property received in amount with respect of to such shares. forfeited Restricted Stock Units. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. (b) In the event that, before all the shares of Restricted Stock Units are vested, the Participant's Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all shares of Restricted Stock Units shall become vested immediately prior to as of the date of such termination of Service. (c) In the event that, before all the shares of Restricted Stock Units are vested, the Participant's Service with the Company terminates for reason of the Participant's death or disability (as defined in the Plan), a Pro Rata Portion of the shares of Restricted Stock Units shall become vested immediately prior to as of the date such Service terminates in addition to the portion of the shares of Restricted Stock Units which have already become vested as of such date, and all other shares of Restricted Stock Units which are not and have not become vested, together with any property received in respect of Dividend Equivalents related to such shares, Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. terminates. For purposes hereof, "Pro Rata Portion" shall mean that number of shares of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the 2 following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service. View More
Termination of Services. (a) In the event that the Participant's Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Participant's Employment Agreement with the Company dated as of September 21, 2007, as amended (the "Employment Agreement")), reason, or due to the Participant's death or disability (as defined in the Plan), all ...unvested shares 2 of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Service" means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. Company or Genco. (b) In the event that, before all the shares of Restricted Stock are vested, that the Participant's Service with the Company and Genco is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all shares of Restricted Stock shall become vested immediately prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock are vested, the Participant's Service with the Company terminates for reason of the Participant's death or disability (as defined in the Plan), a Pro Rata Portion portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, "Pro Rata Portion" shall mean that The number of shares of Restricted Stock that would to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the next Vesting Date 15th of such month. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the 2 following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) November 15 and the date such Service terminates. For the purposes of termination this paragraph, a month shall be deemed completed on the 15th of Service. such month. View More
