Termination of Services Clause Example from Business Contracts

Termination of Services. (a) In the event that the Participant's Service with the Company terminates before all the 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 Employment Agreement), or the Participant's death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Sect...ion 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such 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 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 Restricted Stock Units shall become vested immediately as of the date of such termination of Service. (c) In the event that, before all the 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 Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, 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. For purposes hereof, "Pro Rata Portion" shall mean that number 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 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