Termination of Services Contract Clauses (750)

Termination of Services. Notwithstanding any other provision of the Plan to the contrary, except as otherwise provided in Section 3 of this Agreement, upon the termination of the Grantee's service with the Company and/or of any of its subsidiaries for any reason whatsoever (whether resignation or otherwise), the Award, to the extent not yet vested, shall immediately and automatically terminate; provided, however, that the Committee may, in its sole and absolute discretion, accelerate the vesting of the Award, upon termi...nation of service or otherwise, for any reason or no reason, but shall have no obligation to do so. View More

Termination of Services. If the Participant's service with the Company and its Affiliates terminates for any reason, all unvested RSUs shall be cancelled immediately and the Participant shall not be entitled to receive any payments with respect thereto.

Termination of Services. (a) The Option may be exercised only to the extent vested and exercisable on the date of the Participant's termination of service on the Board of Directors of the Corporation or an Affiliate (the "Termination Date") (unless the termination was for Cause), and must be exercised, if at all, prior to the first to occur of the following, as applicable: (i) the close of the period of three months next succeeding the Termination Date; or (ii) the close of the Option Period. (b) If the services of the ...Participant are terminated because of Disability or death, any portion of the Option that is unexercised and unvested on the Participant's Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, prior to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the services of the Participant are terminated for any reason other than Disability, death or for Cause, the Option may be exercised to the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following such termination of services and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while serving under Section 5(b) (treating for this purpose the Participant's date of termination of services as the Termination Date). If the Participant dies following such termination of services and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while serving under Section 5(b) (treating for this purpose the Participant's date of termination of services as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. 4 (d) If the services of the Participant are terminated for Cause, the Option shall lapse and no longer be exercisable as of the Termination Date, as determined by the Administrator. For the purposes of this Agreement, the Participant's termination shall be for "Cause" if such termination results due to the Participant's (A) dishonesty; (B) refusal to perform his duties for the Corporation or an Affiliate; (C) engaging in fraudulent conduct; or (D) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. View More

Termination of Services. (a) Executive's employment with the Company will terminate effective as of the later of February 13, 2015 or the date which is ten (10) business days following notice to Executive that the Company has hired a new in-house counsel (the "Separation Date"). The period of Executive's employment with the Company from the execution of this Separation Agreement through the Separation Date is referred to herein as the "Continued Employment Period". (b) Executive hereby resigns all positions Executive ma...y hold as an officer or employee of the Company or any affiliate of the Company, effective as of the Separation Date. (c) The Company agrees to continue Executive's current base salary (at the rate of $220,000 per annum) during the Continued Employment Period, payable in accordance with the Company's normal payroll practices. The parties agree that the employment and compensation obligations and other provisions described in Articles I and II of the Employment Agreement remain in full force and effect during the Continued Employment Period. Executive agrees that Executive's receipt of any Separation Payments (as defined in Section 2, below) is contingent upon (i) Executive's compliance with such obligations and provisions, (ii) Executive not voluntarily resigning from the Company prior to the Separation Date, or being involuntarily terminated by the Company due to Executive's death or for Cause (as such term is defined in the Employment Agreement) prior to the Separation Date, (iii) Executive's execution and non-revocation of this Separation Agreement, and Executive's compliance with this Separation Agreement, and (iv) Executive's re-execution and non-revocation of this Separation Agreement, and Executive's continued compliance with this Separation Agreement. (d) All voluntary payroll deductions, including but not limited to the Company's 401(k) plan, employee stock purchase plan and life insurance programs and plans, will cease effective on the Separation Date. (e) The Company agrees to pay any unreimbursed business expenses owed to Executive, provided that such reimbursement shall be sought within thirty (30) business days of the Separation Date and shall be subject to the policies and procedures established by the Company. View More

Termination of Services. Unless the Board determines otherwise, if you shall cease to be a Director for any reason other than by reason of your voluntary resignation, then, effective as of the date of such termination of service, the Restrictions shall lapse and thereby terminate and be of no further force or effect with respect to all of the Shares.

Termination of Services. Except as otherwise provided in this Agreement, if your Termination of Service occurs for any reason other than death, Disability or Retirement before a scheduled Vesting Date, any unvested Restricted Stock Units will immediately be forfeited, and your rights with respect to these Restricted Stock Units will end.

Termination of Services. The unvested portion of the Award will terminate automatically and be forfeited to the Company immediately and without further notice upon termination of your service to the Company for any reason (including as a result of death or disability). No Shares shall be issued or issuable with respect to any portion of the Award that terminates unvested and is forfeited.

Termination of Services. (a) Death or Disability. If a Participant has a Termination of Service by reason of his or her death or Disability, the Participant shall retain a pro-rated portion of (i) his or her Retention Units and be entitled to receive a payment equal to the amount determined by multiplying (A) (1) his or her pro-rated Retention Units divided by (2) the aggregate number of Retention Units outstanding and eligible for payment as of the date of such termination, multiplied by (B) the portion of the Total Re...tention Pool that remains unpaid as of the date of such termination, which amount shall be paid to the Participant within sixty (60) days following the date of such termination, and (ii) his or her Appreciation Units and the right to receive payments for such pro-rated portion of Appreciation Units for all Vesting Dates that have not yet occurred prior to the date of such termination, which payments will be made as and when such payments are made to other Appreciation Unit holders, in each case calculated on a pro-rata basis by reference to the portion of the four year period commencing January 1, 2017 through December 31, 2020 that such Participant provided services to the Company and/or its Subsidiaries prior to the date of such Termination of Service, in each case subject to the execution by the Participant (or the Participant's 8 estate) and the effectiveness of a general release of claims in a form prescribed by the Company, which release must become effective by its terms within sixty (60) days following the date of the Participant's Termination of Service. The remaining portion of his or her Retention Units and his or her Appreciation Units shall collectively be forfeited and returned to the pools of Retention Units and Appreciation Units, respectively. Any amounts paid to a Participant pursuant to clause (i) above shall be deducted from future Annual Retention Pools in equal installments prior to the calculation of the payments to other Participants under Section 4(c) above. (b) Other Terminations. Except as otherwise provided in an Award Agreement, if a Participant has a Termination of Service for any reason other than as set forth under Section 6(a), the Participant will immediately forfeit (i) all of his or her Retention Units and any right to payment with respect to any Annual Retention Pool for which the Vesting Date has not yet occurred prior to the date of such termination, and (ii) all Appreciation Units to the extent they relate to a Vesting Date that has not occurred prior to the date of termination, without consideration therefor, and such Awards shall be returned to the pools of Retention Units and Appreciation Units, respectively. To the extent a Participant becomes entitled to any payment in respect of his or her Retention Units as a result of a Termination of Service prior to applicable Vesting Date pursuant to the terms of his or her Award Agreement, any amounts paid to such Participant shall be deducted from future Annual Retention Pools in equal installments prior to the calculation of the payments to other Participants under Section 4(c) above. (c) Effect on Initial Administrator. If any forfeiture of any Retention Unit or Appreciation Unit by any Participant under this Section 6 results in the Initial Administrator holding more than fifty percent (50%) of the outstanding Retention Units or Appreciation Units, then the Initial Administrator shall immediately and automatically forfeit such number of Retention Units or Appreciation Units, as applicable, until the Initial Administrator no longer holds more than fifty percent (50%) of the outstanding Retention Units or Appreciation Units, respectively. View More

Termination of Services. (a)General. Except as otherwise set forth in this Section 3 and Section 4 or any other agreement or Company policy that applies to you, upon your Termination of Service for any reason prior to a Vesting Date for a Performance Period, any portion of the outstanding PSUs that have not vested as of the date of your Termination of Service will immediately be forfeited to the Company without the payment of any consideration to you. You will have no further rights, and the Company will have no further... obligations to you, with respect to such unvested, forfeited PSUs. For the avoidance of doubt, except as otherwise set forth in this Section 3 and Section 4, providing services during only a portion of a Performance Period prior to a Vesting Date, but where your Termination of Service occurs prior to the Vesting Date, will not entitle you to vest in a pro-rata portion of the PSUs that would have vested as of such Vesting Date, nor will it entitle you to any compensation for the lost vesting. For purposes of the PSUs, Termination of Service will be considered to occur as of the date you are no longer actively providing services to the Company, or, if different, the Related Company that employs you or for which you otherwise provide services (the "Service Recipient"), or any other Related Company (regardless of the reason for such termination and whether or not later found to be invalid or in -1- breach of employment laws in the jurisdiction where you are employed or otherwise rendering services or the terms of your employment or service agreement, if any). Unless otherwise determined by the Company, your right to vest in the PSUs, if any, will cease as of this date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where you are employed or otherwise providing services, or the terms of your employment or service agreement, if any). The Company will have the exclusive discretion to determine when you are no longer actively providing services for purposes of the PSUs (including whether you may still be considered to be actively providing services while on leave of absence). (b)Death or Disability. In the event of your death or Disability on or after the last day of a Performance Period but prior to the Vesting Date for such Performance Period, you (or your legal representative or beneficiary) will be entitled to any Vested PSUs for such Performance Period, calculated in accordance with the Vesting Schedule applicable to the Performance Period and settled in accordance with Section 2 of the PSU Agreement. View More

Termination of Services. (a) Other Than For Cause or Due to Death or Disability. In the event of the Participant's Termination of Service for any reason other than (x) by the Company for Cause or (y) due to death or Disability, any RSUs that are not vested as of the date of such Termination of Service shall immediately expire and be forfeited on the date of such Termination of Service without consideration. (b) Due to Death or Disability. In the event of the Participant's Termination of Service due to death or Disabilit...y, any RSUs that are not vested as of the date of such Termination of Service will vest in full. (c) For Cause. In the event of the Participant's Termination of Service by the Company for Cause, the RSUs, whether vested or unvested, shall immediately expire and be forfeited on the date of such Termination of Service without consideration. (d) As used herein, "Disability" has the meaning set forth in the Participant's Service Agreement, if any, or, if not so defined, means: any medical condition whatsoever that leads to (i) a Participant's absence from the Participant's usual job functions for a continuous period of six (6) months, without such Participant being able to resume functions on a full time basis at the expiration of such period and which, in light of the position held by the Participant, the parties agree would cause undue hardship to the Company or the relevant Subsidiary which cannot be accommodated (and unsuccessful attempts to return to work for periods of fewer than 28 days will not interrupt the calculation of such six-month period), (ii) an Participant's absence from the Participant's usual job functions for 270 days in the aggregate during any period of 365 consecutive days, or (iii) a determination by a court of competent jurisdiction that such Participant is unable to manage such Participant's own affairs. 1 4. Change in Control. In the event of a Change in Control, the RSUs will be treated in accordance with Section 11(c) of the Plan. View More