Termination of Services Contract Clauses (750)

Termination of Services. Except as otherwise specifically provided in this Section, you must remain in the service of the Company or one of its subsidiaries either as an associate, if this Award was granted to you as an associate, or as a member of the Board of Directors, if the Award is granted to you as a director, throughout the Performance Period to vest in and be entitled to receive the shares of Common Stock under this Award. This Award shall automatically terminate in the event of your termination of employment o...r other service with the Company, for any reason other than (a) due to your death, Disability or normal retirement or (b) following a Change in Control as provided in 7(b) below, at any time prior to the end of the Performance Period. In the event of such termination, all Target Shares shall be forfeited and all obligations of the Company to you under this Award shall become void and of no further effect. In the event your employment or other service with the Company and its subsidiaries is terminated due to your Disability or normal retirement during the Performance Period, you will vest in and be entitled to a pro rata portion of the Awarded Shares as determined at the end of the Performance Period as provided in Appendix A, based on your number of full months of service during the Performance Period prior to your termination. Said shares shall be issued to you as provided in Section 8(c) within two and one-half (2 1⁄2) months following the close of the Performance Period as if you had remained employed or otherwise in the service of the Company until the end of the Performance Period, and the shares issued to you shall be subject to the withholding provisions of Section 5 hereof, if applicable. In the event of your death during the Performance Period, your beneficiary, or your estate if you have not designated a beneficiary, shall be entitled to a pro rata portion of the number of Target Shares awarded under this Agreement, based on your number of full months of service during the Performance Period prior to your death. Said shares shall be issued to your beneficiary or estate in accordance with the provisions of Section 8(c) as soon as practicable following your death, but in no event more than ninety (90) days thereafter, and shall be subject to the withholding provisions of Section 5 hereof, if applicable. Disability for purposes of this Section shall have the same meaning as in Section 7(b) below. Normal retirement for purposes of this Award shall mean your termination of employment or other service with the Company and each of its subsidiaries, for any reason except termination for "Cause," after you have attained the age of sixty-five (65). For this purpose, "Cause" shall have the same meaning as provided in Section 7(b) below. View More

Termination of Services. This Option shall terminate on the earliest to occur of: (i) the date of expiration hereof; (ii) the date of termination of the Holder's Service by the Company for Cause; (iii) 30 days after the date of voluntary termination of Service by the Holder (other than for death or Disability as defined in the Plan); (iv) 90 days after the date of termination of the Holder's Service by the Company without Cause (other than for death or Disability); (v) one (1) year after the date of termination of the H...older's Service with the Company resulting from retirement from active employment at or after age 65, as determined by the Committee in its good faith discretion; (vi) one (1) year after the death or Disability of the Holder; or (vii) on the date the Holder accepts employment with any person, firm or corporation whose business in the sole opinion of the Committee competes with the then business of the Company. Notwithstanding the above, any exercise of this Option more than ninety (90) days after termination of employment (other than for death or Disability) will result in the Option failing to qualify as an Incentive Stock Option and the Option shall be treated as a non-statutory option. View More

Termination of Services. In the event of the Grantee's termination of service with the Company, all unvested Restricted Stock Units will vest or be forfeited according to the terms and conditions of the Grant Schedule. [To the extent compliance with the requirements of Treasury Regulation § 1.409A-3(i)(2) is necessary to avoid the application of an additional tax under section 409A of the Code to the issuance of Shares to the Grantee, then any issuance of Shares to the Grantee that would otherwise be made during the six...-month period beginning on the date of such termination will be deferred and delivered to the Grantee immediately following the lapse of such six-month period.] View More

Termination of Services. If Optionee shall cease to serve as a Director of the Company for any reason, no further installments shall vest pursuant to Section 5, and subject to Section 12(e), the maximum number of Shares that Optionee may purchase pursuant hereto shall be limited to the number of Shares that were vested as of the date Optionee ceases to be a Director (to the nearest whole Share). Thereupon, Optionee shall have the right to exercise this Option, at any time during the remaining term hereof, to the extent,... but only to the extent, that this Option was exercisable as of the date Optionee ceases to be a Director; provided, however, if Optionee is removed as a Director pursuant to the Nevada corporation law, the foregoing right to exercise shall automatically terminate on the date Optionee ceases to be a Director as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof. View More

Termination of Services. Upon the termination of the Grantee's Service other than by reason of death or Disability, any Stock Units held by the Grantee that have not vested shall terminate immediately, and the Grantee shall forfeit any rights with respect to such Stock Units. (Stock Units that have vested and for which a deferral election has been made will continue to be outstanding in accordance with the terms of this Agreement.) If the Grantee's Service is terminated because of his or her death or Disability, all Sto...ck Units granted to Grantee pursuant to this Agreement that have not previously vested shall immediately be vested.  2 5. DIVIDEND AND VOTING RIGHTS. The Grantee shall have none of the rights of a shareholder with respect to the Stock Units. Notwithstanding the foregoing, the Grantee shall be entitled to receive, upon the Trust's payment of a cash dividend on its outstanding shares of Stock, a cash payment for each Stock Unit held as of the record date for such dividend equal to the per-share dividend paid on the shares of Stock, which cash payment shall be made at the same time as the Trust's payment of a cash dividend on its outstanding shares of Stock. View More

Termination of Services. The Participant's Options shall be forfeited upon his or her Termination of Service, except as set forth below: 3.1 Termination of Service for Reasons Other Than Cause, Death, or Disability. Upon a Participant's Termination of Service for any reason other than death, Disability, or for Cause, any Options held by such Participant that were vested and exercisable immediately before such Termination of Service may be exercised at any time until the earlier of (a) the ninetieth (90th) day following ...such Termination of Service and (b) the Expiration Date. 3.2 Termination of Service for Cause. Upon a Participant's Termination of Service for Cause, all Options (whether vested or unvested) shall immediately terminate and cease to be exercisable. 3.3 Termination of Service Due to Disability. Upon a Participant's Termination of Service by reason of Disability, any Options held by such Participant that were vested and exercisable immediately before such Termination of Service may be exercised at any time until the earlier of (a) the first anniversary of such Termination of Service and (b) the Expiration Date. 2 3.4 Termination of Service Due to Death. Upon the Participant's Termination of Service by reason of death, any Options held by such Participant that were vested and exercisable immediately before such Termination of Service may be exercised at any time until the earlier of (a) the first anniversary of the date of such death and (b) the Expiration Date. 3.5 Death after Termination of Service. Notwithstanding the above provisions of this Section 3, if a Participant dies after such Participant's Termination of Service, but while his or her Options remain exercisable as set forth above, such Options may be exercised at any time until the earlier of (a) the first anniversary of the date of such death and (b) the Expiration Date. View More

Termination of Services. The Employee's voluntary or involuntary termination of employment (as defined in Paragraph 8) shall affect the Employee's rights under this Restricted Stock Agreement as follows: Page | 22017 RSA 30463473v3 a. Voluntary Termination or Termination for Cause. If, other than as specified below, the Employee voluntarily terminates employment with the Company or the Employee's employment is terminated by the Company for Cause, then the Employee shall forfeit the right to receive all nonvested Restric...ted Stock. For purposes of this Restricted Stock Agreement, "Cause" for termination shall exist if the Employee engages in any of the following conduct: (i)Conduct resulting in a conviction of, or entering a plea of no contest to, any felony;(ii)Conduct resulting in a conviction of, or entering a plea of no contest to, any crime related to employment, but specifically excluding traffic offenses;(iii)Continued neglect, gross negligence, or willful misconduct by the Employee in the performance of the Employee's duties, which has a material adverse effect on the Company or its subsidiaries;(iv)Willful failure to take actions permitted by law and necessary to implement the policies of the Company or its subsidiaries as such policies have been communicated to the Employee;(v)Material breach of the terms of this Restricted Stock Agreement; or(vi)Drug or alcohol abuse to the extent that such abuse has an obvious and material adverse effect on the Company or its subsidiaries or upon the Employee's ability to perform his or her duties and responsibilities.b. Involuntary Termination without Cause. If the Employee's employment is terminated by the Company without Cause, then the Employee shall forfeit the right to receive all nonvested Restricted Stock under this Restricted Stock Agreement. The Committee, or its delegee, as applicable, shall retain the authority to accelerate vesting of all or a portion of this Award in its discretion. View More

Termination of Services. (i) Except as otherwise provided herein, if the Grantee's employment with the Company and its Subsidiaries terminates for any reason prior to the satisfaction of the vesting conditions set forth in Section 3, above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interest...s in such unvested Restricted Stock Units. (ii) If the Grantee's employment is terminated by the Company for reasons other than Cause, the Grantee's employment terminates on account of death or Disability or the Grantee resigns for Good Reason prior to the end of the Performance Period, subject to the effectiveness of a release in favor of the Company (except in the case of death), the Administrator shall determine the amount of Restricted Stock Units deemed earned based on the Company's Annualized TSR Percentage, Index Relative TSR Return and Peer Relative TSR Return through the date the Grantee's employment relationship with the Company is terminated (the "Termination Date"), and the Grantee shall vest in the greater of (x) the number of Restricted Stock Units underlying the Target Award or (y) the number of Restricted Stock Units deemed earned based on the Company's Annualized TSR Percentage, Index Relative TSR Return and Peer Relative TSR Return through the Termination Date, and if the Termination Date is prior to the one-year anniversary of [ ], 20[ ], further multiplied by a fraction, 3 the numerator of which shall be the number of calendar days from the Grant Effective Date to the Termination Date and the denominator of which shall be 365. View More

Termination of Services. Subject to Section 6, the provisions of this Section 5 shall apply in the event the Participant incurs a Termination of Service at any time prior to an applicable Vesting Date set forth in Section 3: (a) If the Participant incurs a Termination of Service because of his or her death or Disability, any RSUs that had not become Vested Shares prior to the date of the Termination of Service shall become Vested Shares, and, as of the relevant Settlement Date, the Participant (or his or her beneficiary..., as applicable) shall own a number of Shares equal to the whole number of Vested Shares underlying the RSUs free of all restrictions otherwise imposed by this Agreement except for Shares used to satisfy the tax withholding obligations set forth in Section 17 of this Agreement or otherwise required by any taxing authority. (b) If the Participant incurs a Termination of Service for any reason other than his or her death or Disability, then any RSUs that had not become Vested Shares prior to the date of the Termination of Service shall be immediately forfeited to the Company. (c) Notwithstanding any other provision in this Agreement, if the Participant is a "specified employee" (as such term is defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")) at the time of his or her Termination of Service, no amount that is subject to Code Section 409A and that becomes payable under this Agreement by reason of such Termination of Service shall be paid to the Participant before the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant's Termination of Service, and (ii) the date of the Participant's death. View More

Termination of Services.  Upon the termination of the Grantee's Service other than by reason of death or Disability, any Stock Units held by the Grantee that have not vested shall terminate immediately, and the Grantee shall forfeit any rights with respect to such Stock Units. If the Grantee's Service is terminated because of his or her death or Disability, all 1 Stock Units granted to the Grantee pursuant to this Agreement that have not previously vested shall immediately be vested.