Termination of Services Contract Clauses (750)

Termination of Services. If Optionee's service as a Director to the Company terminates for any reason, no further installments shall vest pursuant to Section 5.

Termination of Services. (a) Termination of Service for Cause. Upon a termination of the Participant's Service by the Company for Cause, the Option, including the Vested Portion, shall immediately terminate and be forfeited without consideration. (b) Termination of Service Without Cause. Upon a termination of the Participant's Service by the Company without Cause (except as set forth in Section 5 and Section 6(e)), any unvested portion of the Option shall continue to vest during the period beginning on the date of such ...termination of Service and ending on the earlier of (i) one year following such termination of Service and (ii) the expiration of the Option Term, and any portion so vested shall remain exercisable until the earlier of (i) ninety days following the end of such one year period and (ii) the expiration of the Option Term. Any Vested Portion as of the date of a termination of Service contemplated by this Section 6(b) shall remain exercisable until the earlier of (i) ninety days following such termination of Service and (ii) the expiration of the Option Term. (c) Termination of Service for Normal Retirement. Upon a termination of the Participant's Service by reason of Normal Retirement, any unvested portion of the Option shall continue to vest during the period beginning on the date of such termination of Service and ending on the earlier of (i) two years following such termination of Service and (ii) the expiration of the Option Term, and any portion so vested shall remain exercisable until the earlier of (i) ninety days following the end of such two year period and (ii) the expiration of the Option Term. Any Vested Portion as of the date of a termination of Service contemplated by this Section 6(c) shall remain exercisable until the earlier of (i) one year following such termination of Service and (ii) the expiration of the Option Term. "Normal Retirement" shall mean a voluntary termination of employment or service as a Director by a Participant who has attained at least sixty-five (65) years of age and has at least twenty (20) years of service to the Company or any of its Affiliates. (d) Termination of Service for death or Disability. Upon a termination of the Participant's Service by reason of death or Disability, any unvested portion of the Option shall vest as of the termination of Service and the Option shall remain exercisable until the earlier of (i) one year following such termination of Service and (ii) the expiration of the Option Term. 2 (e) Other Terminations of Service. Upon a termination of the Participant's Service for any reason, other than as contemplated by Sections 6(a), 6(b), 6(c), and 6(d) above, any unvested portion of the Option shall immediately terminate and be forfeited without consideration. Any Vested Portion as of the date of a termination of Service contemplated by this Section 6(e) shall remain exercisable until the earlier of (i) ninety days following such termination of Service and (ii) the expiration of the Option Term. View More

Termination of Services. 4.1 Termination of Service Due to Participant's Death. Except as otherwise provided in this Agreement, if Participant's Service terminates because of Participant' death, the unvested portion of the RSUs will become one hundred percent (100%) vested on the date of Participant's termination of Service due to death. 4.2 Termination of Service Due to Participant's Disability. Except as otherwise provided in this Agreement, if Participant's Service terminates as a result of Disability, the unvested R...SUs will become one hundred percent (100%) vested on the date of Participant's termination of Service due to Disability. For purposes of this Subsection 4.2, "Disability" will be determined in accordance with the standards and procedures of the then-current long term disability plan maintained by the Company, which is generally a physical condition arising from an illness or injury, which renders an individual incapable of performing work in any occupation, as determined by the Company. 4.3 Other Termination of Service. In the event Participant's Service terminates for any reason other than death or Disability or as otherwise specified in the Plan, vesting shall cease upon the termination of the Participant's Service. Any portion of the RSUs that have not vested as of Participant's termination of Service for any reason other than death or Disability or as otherwise specified in the Plan shall be forfeited upon termination of Service. View More

Termination of Services. (a) Except as provided in Paragraph 3(b) and in the case of an individual's death or Disability, 100% of the amount of the Award shall be subject to repayment to the Company by the Participant in the event the Participant's Service with the Company terminates for any reason prior to August 31, 2016, and 50% of the amount of the Award shall be subject to repayment to the Company by the Participant in the event the Participant's Service with the Company terminates for any reason on or after August... 31, 2016, but prior to August 31, 2017 (the "Repayment Obligation"). The Participant shall be liable to pay the Company up to the full gross amount of the Award (i.e., unreduced for tax and other withholdings), as determined by the Company in its sole discretion. (b) If the Participant's Service with the Company is terminated as a result of an Involuntary Termination other than a Termination for Cause prior to August 31, 2017, then the Participant shall, upon satisfaction of the Release Condition set forth in Paragraph 3(c) below, vest in any unvested portion of the Award and the Repayment Obligation shall lapse. (c) The accelerated vesting of the unvested portion of the Award and the lapse of the Repayment Obligation at the time of Participant's Involuntary Termination shall be contingent upon Participant's satisfaction of the following requirements (collectively the "Release Condition"): (i) Participant must execute and deliver to the Company, within twenty-one (21) days (or forty-five (45) days to the extent such longer period is required under applicable law) after the effective date of such Involuntary Termination, a comprehensive general release (in the form provided by the Company at the time of such Involuntary Termination) releasing the Company and its officers, directors, employees, stockholders, subsidiaries, affiliates, representatives and other related parties from all claims that the Participant may have with respect to such parties relating to or arising from Participant's employment with the Company and the termination of that employment relationship and containing such confidentiality, non-solicitation, non-disparagement and non-competition covenants as the Company deems satisfactory under the circumstances and (ii) such release must become effective and enforceable under applicable law after the expiration of any applicable revocation periods under federal or state law within the period payment is due under Paragraph 3(b). View More

Termination of Services. If Grantee ceases to provide continuous service in a role that is eligible to receive PSUs under the Program (as determined in the sole and absolute discretion of the Program Administrators) to the Company or any subsidiary (used herein as defined in the Program) prior to any Vesting Date, the PSUs awarded pursuant to this Agreement will be immediately and unconditionally forfeited and terminated, without any action required by Grantee or the Company, to the extent that such PSUs have not vested... in accordance with Section 2 as of the date of such cessation of continuous service. For purposes of this Section 3, Grantee's service relationship shall be treated as continuing intact while Grantee is an active employee of the Company or any of its subsidiaries, or on a bona fide leave of absence from such employment, or is serving on the board of directors of the Company or any of its subsidiaries, or is actively providing services as an independent contractor of the Company or any of its subsidiaries, in each case as determined in the sole and absolute discretion of the Program Administrators. 2 4. Rights as a Stockholder. Grantee, or a transferee of Grantee, shall have no rights as a stockholder of the Company with respect to any shares of Class A Common Stock underlying the PSUs until after the PSUs have vested and the shares have been issued. No adjustment shall be made for ordinary or extraordinary dividends (whether in currency, securities or other property), distributions, or other rights (including, but not limited to, the right to vote) for which the record date is prior to the date such shares of Class A Common Stock are issued, except as provided in the Program. View More

Termination of Services. In the event of the termination of the Participant's employment by the Company, other than a termination that is either (i) for Cause, (ii) voluntarily initiated on the part of the Participant and without written consent of the Company, (a) the unvested portion of the Stock Options (if any) shall terminate immediately and shall not thereafter be or become exercisable; and (b) the Participant may exercise the vested portion of the Stock Options at any time within ninety (90) days after such termi...nation of employment to the extent of the number of shares which were Purchasable Shares under the vesting schedule on the first page of this Award Agreement at the date of such termination. In the event of a termination of the Participant's employment with the Company that is either (i) for Cause or (ii) voluntarily initiated on the part of the Participant and without the written consent of the Company, all of the Stock Options which have not previously been exercised shall terminate immediately and shall not thereafter be or become exercisable. A-3 11. Death. In the event of the Participant's death while employed by the Company or within three months after termination of such employment (if such termination of employment was not for cause), the Stock Options shall remain in effect and may be exercised by the Participant's executor or administrator, or the Participant's heirs to the extent of the number of shares that were Purchasable Shares under the vesting schedule on the first page of the Award Agreement at the date of death. The appropriate persons to whom the right to exercise the Stock Options transferred may exercise that portion of the Stock Options at any time within a period ending on the earlier of (a) the last day of the one year period following the Participant's death or (b) the expiration date of the Stock Options specified on the first page of the Award Agreement. View More

Termination of Services. (a) Death or Disability. If your service on the Company's Board of Directors terminates on account of death or Disability, any unvested Shares will be fully vested and payable on the date of such death or disability. (b) Removal. If you are removed from service as a director in accordance with the Company's Bylaws, your Restricted Stock will be forfeited, and you shall immediately transfer and assign to the Company, without any consideration, all unvested Restricted Stock, and you shall not exer...cise any of the privileges or rights of a stockholder with respect to the unvested Restricted Stock. View More

Termination of Services. Voluntary or involuntary termination of the Optionee's Service to the Company and its Affiliates or any successor thereto shall affect Optionee's rights under the Option as follows: (a) Death or Disability. If Optionee's Service is terminated by death or Disability (as determined by the Committee at the time of such termination as a member of the Company's Board of Directors), then the vesting of the Option shall be accelerated and the entire Option shall automatically become 100% vested as of t...he date of such termination and shall expire 365 calendar days after the date of such termination of employment to the extent not exercised by Optionee or, in the case of death, by the person or persons to whom Optionee's rights under the Option have passed by will or by the laws of descent and distribution or, in the case of Disability, by Optionee or Optionee's legal representative. In no event may the Option be exercised by anyone after the earlier of (i) the expiration of the Option Period or (ii) 365 days after the date of Optionee's death or termination of employment due to Disability. (b) Other Termination or Voluntary Termination Prior to a Change in Control. If Optionee's Service with the Company and its Affiliates is terminated for any reason other than death or Disability, then (i) the non-vested portion of the Option shall immediately expire on the date of termination of employment and (ii) the vested portion of the Option shall expire to the extent not exercised 3 months after the date of such termination of employment. The no event may the Option be exercised by anyone after the earlier of(i) the expiration of the Option Period or (ii) 3 months after the date of termination. (c) Termination for Cause. If Optionee is terminated for Cause all vested and unvested Options shall immediately expire and shall not be exercisable. (d) Change in Control. Notwithstanding the vesting provisions in this Agreement, in the event of a "Change in Control" of the Company, vesting of the Option shall be accelerated and the entire Option shall automatically become 100% vested if the Optionee's Service is involuntary terminated without Cause on or within 12 months after the date of a Change in Control including the non-election of the Optionee by the successor stockholders without Cause, and the Option shall otherwise be affected as provided in the Plan. View More

Termination of Services. Section 1.1(c) of the Agreement is hereby amended to implement retirement provisions and is therefore amended and restated to read in its entirety as follows: (c) Termination. The Share Bonus Award, all of the Company's obligations and the Participant's rights under this Agreement, shall terminate on the earlier of the Participant's Termination Date (as defined in the Plan) or the date when all the Shares that are subject to the Share Bonus Award have been allotted and issued, or cancelled in th...e case of Shares that fail to vest; provided, however, that if the Participant has a Termination due to Retirement, then (i) the Share Bonus Award and all rights and obligations hereunder will not terminate and (ii) a pro-rata number of Vested Shares shall be issued to the Participant upon the vesting of the Share Bonus Award pursuant to the Performance Criteria, with the number of Shares that vest determined by multiplying the full number of Shares subject to the Share Bonus Award by a fraction, which shall be (x) the number of complete months of continuous service as an employee from the grant date of the Share Bonus Award to the date of Retirement, divided by (y) the number of months from the grant date to the vesting/ release date; provided, further, that if with twelve months of Retirement, the Participant violates the terms of a non-disclosure agreement with, or other confidentiality obligation owed to, the Company or any Parent, Subsidiary or affiliate, then the Share Bonus Award and all of the Company's obligations and the Participant's rights under this Agreement shall terminate. For purposes of this Agreement, "Retirement" shall mean the Participant's voluntary termination of service after the Participant has attained age sixty (60) and completed at least ten (10) years of service as an employee of the Company or any Parent, Subsidiary or affiliate. View More

Termination of Services. (a) Forfeiture of Unvested PRSUs Upon Termination of Service, Other than Death or Disability. In the event that Participant's Service is Terminated for any reason other than death or Disability and the PRSUs are not yet fully vested as of the Termination Date, then any unvested PRSUs shall be forfeited immediately upon such Termination Date. (b) Termination of Service Due to Death. If Participant's Service is Terminated due to death, any unvested PRSUs will vest in full; provided, however, the S...hares subject to such vested PRSUs will not be released until the regularly scheduled Vest Date for each Measurement Period. The number of Shares released on each Vest Date will be determined based upon the actual Relative TSR percentile ranking for the applicable Measurement Period. (c) Termination of Service Due to Disability. In the event of a Termination due to the Disability of Participant, the Participant shall vest in a pro-rata portion of the PRSUs on each A-1 remaining Vest Date in the Performance Period thereafter, with such number of PRSUs vesting to be determined based upon the actual Relative TSR percentile ranking for the applicable Measurement Period, as set forth in Appendix B, and the number of months for which the Participant provided active Service during the Measurement Period, based upon the following pro-ration formula: Number of PRSUs determined to vest on each Vest Date multiplied by the number of calendar months worked by Participant from (i) September 29, 2019 through the date of Termination due to Disability divided by (i) twenty-four (24) months for the 1st Measurement Period; and (ii) forty-eight (48) months for the 2nd Measurement Period. Participant shall be deemed to have provided active Service for a calendar month if Participant has worked any portion of that month. View More