Termination Provisions Contract Clauses (37)

Grouped Into 2 Collections of Similar Clauses From Business Contracts

This page contains Termination Provisions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination Provisions. (a) Termination of Employment Upon Death or Disability. Unless otherwise provided in any employment agreement or change in control agreement between the Participant and the Company (or any subsidiary thereof), in which case such agreement shall control, upon termination of the Participant's employment with the Company or its subsidiaries or affiliates by reason of death or disability (as determined by the Committee), all unvested RSUs shall become vested. Such vested RSUs shall be converted to S...tock, on a one to one basis, and shall be delivered to the Participant or his or her estate, as applicable, within thirty days following such termination of employment. Notwithstanding the prior sentence, payment shall be delayed until the first day of the seventh month following termination of employment, if necessary to comply with the requirements of Section 409A of the Internal Revenue Code. (b) Termination of Employment For Other Reasons. Unless otherwise provided in any employment agreement or change in control agreement between the Participant and the Company (or any subsidiary thereof), in which case such agreement shall control, upon termination of the Participant's employment with the Company or its subsidiaries or affiliates for any reason (including, without limitation, retirement), other than death or disability, all unvested RSUs will be forfeited automatically and immediately. View More Arrow
Termination Provisions. (a) Termination of Employment Upon Death or Disability. Unless otherwise provided in any employment agreement or change in control agreement between the Participant and the Company (or any subsidiary thereof), in which case such agreement shall control, upon termination of the Participant's employment with the Company or its subsidiaries or affiliates by reason of death or disability (as determined by the Committee), all unvested a prorated portion of the number of RSUs shall become vested. Such... vested vested, but only if the Committee determines that the performance measures have been achieved at the end of the applicable performance period. The prorated portion shall be determined by calculating the number of complete months of employment between the start date of the applicable performance period and the date of termination of employment, divided by the number of months in the applicable performance period, multiplied by the number of RSUs earned, if any. Vested RSUs shall be converted to Stock, on a one to one basis, or the cash value thereof, as elected by the Participant or his or her estate or other representative, and shall be delivered to the Participant or his or her estate, as applicable, within thirty (30) days following such termination the Certification Date. The election discussed in the preceding sentence shall be made by the Participant or his or her estate or other representative prior to the Valuation Date, and in the absence of employment. an election, a deemed cash election shall be presumed. The cash value of a share of Stock, for this purpose, shall be determined as of the Valuation Date. Notwithstanding the prior sentence, sentences, payment shall be delayed until the first day of the seventh month following termination of employment, if necessary to comply with the requirements of Section 409A of the Internal Revenue Code. Any RSUs that do not vest upon the Participant's death or disability or upon Committee certification of performance shall be forfeited automatically and immediately. (b) Termination of Employment Upon Retirement. Unless otherwise provided in any employment agreement or change in control agreement between the Participant and the Company (or any subsidiary thereof), in which case such agreement shall control, upon termination of the Participant's employment with the Company or its subsidiaries or affiliates because of the Participant's retirement, a prorated portion of the number of RSUs shall become vested, but only if the Committee determines that the performance measures have been achieved at the end of the applicable performance period. For this purpose, "Retirement" shall mean a voluntary termination of employment on or after attainment of age [insert]. The prorated portion shall be determined by calculating the number of complete months of employment between the start date of the applicable performance period and the date of termination of employment, divided by the number of months in the applicable performance period, multiplied by the number of RSUs earned, if any. Vested RSUs shall be converted to Stock, on a one to one basis, or the cash value thereof, as elected by the Participant, and shall be delivered to the Participant within thirty (30) days following the Certification Date. The election discussed in the preceding sentence shall be made prior to the Valuation Date, and in the absence of an election, a deemed cash election shall be presumed. The cash value of a share of Stock, for this purpose, shall be determined as of the Valuation Date. Any RSUs that do not vest upon the Participant's retirement or upon Committee certification of performance shall be forfeited automatically and immediately. (c) Termination of Employment For Other Reasons. Unless otherwise provided in any employment agreement or change in control agreement between the Participant and the Company (or any subsidiary thereof), in which case such agreement shall control, upon termination of the Participant's employment with the Company or its subsidiaries or affiliates for any reason (including, without limitation, retirement), reason, other than death death, disability or disability, retirement, all unearned and unvested RSUs will be forfeited automatically and immediately. View More Arrow
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Termination Provisions. The Contract Period shall terminate, and the Director's engagement hereunder shall cease, effective upon the date of any of the occurrences set forth below (the "Termination Date"): (a) Termination By Reason of Timing. The Contract Period shall terminate one year from the Effective Date (such date being the Termination Date). (b) Termination By Reason of Permanent Disability. If at any time during the Contract Period the Company reasonably determines that the Director has been or will be unable,... as a result of physical or mental illness or incapacity, to perform his duties hereunder for one year, the Contract Period may be terminated by the Company upon written notice to the Director. (c) Termination with Notice. Either party hereto may terminate the Contract Period for any reason upon thirty (30) days written notice to the other party. All Compensation earned upon such Termination Date shall be due and payable. (d) Termination By Reason of Death. The Contract Period shall automatically terminate on the date of the Director's death (such date being the Termination Date). (e) Termination shall not occur if the parties hereto mutually agree to extend the term hereof, or if the terms hereof are renegotiated in good faith by the parties hereto. View More Arrow
Termination Provisions. The Contract Period shall terminate, and the Director's engagement hereunder shall cease, effective upon the date of any of the occurrences set forth below (the "Termination Date"): (a) Termination By Reason of Timing. The Contract Period shall terminate one year from the Effective Date (such date being the Termination Date). (b) Termination By Reason of Permanent Disability. If at any time during the Contract Period the Company reasonably determines that the Director has been or will be unable,... as a result of physical or mental illness or incapacity, to perform his duties hereunder for one year, the Contract Period may be terminated by the Company upon written notice to the Director. (c) Termination with Notice. Either party hereto may terminate the Contract Period for any reason upon thirty (30) days written notice to the other party. All Compensation earned upon such Termination Date shall be due and payable. (d) Termination By Reason of Death. The Contract Period shall automatically terminate on the date of the Director's death (such date being the Termination Date). (e) Termination For Cause. The Company may terminate the Contract Period for Cause, as hereinafter defined, immediately upon written notice to the Director (the date of the Company's giving of such notice being the Termination Date). For purposes of this Agreement, "Cause" shall mean (A) a material breach by the Director of any provision of this Agreement, including without limitation, any breach of Section 6 hereof; (B) one or more acts of dishonesty of the Director such as theft, embezzlement or other acts of moral turpitude, or one or more acts by the Director in violation of any applicable securities laws which, in either case, are detrimental to the best interests of the Company; (C) conviction of the Director of a crime which constitutes a felony; (D) any material act or omission by the Director involving willful malfeasance or gross negligence in the performance of his duties hereunder; (E) repeated failure of the Director to follow the reasonable instructions of the Company as to general matters of corporate policy; (F) the reasonable determination by the Company that the Director has become unable, as a result of drug or alcohol use, to carry out the responsibilities of his employment; (G) continued inattention or neglect by the Director of his duties hereunder (other than inattention or neglect resulting from illness or disability of the Director); (f) Termination shall not occur if the parties hereto mutually agree to extend the term hereof, or if the terms hereof are renegotiated in good faith by the parties hereto. View More Arrow
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