Termination of Services Clause Example from Business Contracts

Termination of Services. Upon the Recipient's Termination of Service, all unvested RSUs (RSUs for which the Period of Restriction has not lapsed) shall be treated as follows: a. Death or Disability – If the Recipient's Termination of Service is on account of death or Disability, then all of the unvested RSUs shall immediately become nonforfeitable and the restrictions with respect to such RSUs shall lapse as of the date of death or the date the Committee determines that the Disability occurred, as applicable. b. Normal ...Retirement with Proper Advance Notice – Notwithstanding Section 13(b) of the Plan, if the Recipient's Termination of Service is on account of Normal Retirement (as defined below) and the Recipient provided at least 365 days advance written notice of the date of such Normal Retirement to the Senior Vice President, Human Resources, then all unvested RSUs shall immediately become nonforfeitable and the restrictions with respect to such RSUs shall lapse as of the date of such Termination of Service. For the purposes of this RSU Award Agreement, "Normal Retirement" shall mean the Recipient's Termination of Service, other than death or Disability, after the date the Recipient has (i) been continuously employed by the Company or any Subsidiary of the Company for at least seven (7) years and (ii) achieved the age of at least 62. c. Early Retirement with Proper Advance Notice – Notwithstanding Section 13(b) of the Plan, if the Recipient's Termination of Service is on account of Early Retirement (as defined below) and the Recipient provided at least 365 days advanced written notice of the date of such Early Retirement to the Senior Vice President, Human Resources, then the restrictions with respect to such RSUs shall lapse as of the date of such Termination of Service with respect to the number of RSUs subject to this RSU Award Agreement multiplied by a fraction (which shall not be greater than 1), the numerator of which is the number of whole months that have elapsed from the Date of Grant to the date of Termination of Service and the denominator of which is 36. The remainder of the RSUs shall be forfeited and canceled as of the date of the Participant's Termination of Service. For the purposes of this RSU Award Agreement, "Early Retirement" shall mean the Recipient's Termination of Service, other than death or Disability, after the date the Recipient has (i) been continuously employed by the Company or any Subsidiary of the Company for at least ten (10) years and (ii) achieved the age of at least 55. 3 [Employee RSU] d. Normal Retirement or Early Retirement without Proper Advance Notice – If the Recipient's Termination of Service is on account of Normal Retirement or Early Retirement and the Recipient failed to provide at least 365 days advance written notice of the date of such Normal Retirement or Early Retirement to the Senior Vice President, Human Resources, then all unvested RSUs shall be forfeited as of the end of the day of such Termination of Service unless the Committee, in its sole discretion, determines that all or some portion of such unvested RSUs shall become nonforfeitable and the restrictions with respect to such RSUs shall lapse as of the date of Normal Retirement or Early Retirement. e. Any Other Reason – If the Recipient's Termination of Service is on account of any other reason, then all unvested RSUs shall be forfeited as of the end of the day of such Termination of Service. View More