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 shares of Restricted Stock are vested for any reason other than the Participant's death or disability (as defined in the MIP), all unvested shares of Restricted 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 the Company. (b) 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 MIP), 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 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 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