Termination Contract Clauses (53,333)

Termination. (a) Death or Disability. If Participant's termination of employment or other relationship with the Company is as a result of Participant's death or Disability (as such term is defined in Participant's employment agreement or, if Participant has no employment agreement, within the meaning of Section 22(e)(3) of the Code), then any restrictions which would otherwise remain on any of the three Installments of Restricted Stock at target level shall immediately lapse. (b) Retirement. If... Participant's termination of employment or other relationship with the Company is as a result of Participant's Retirement (for purposes of this Agreement, defined as Participant's termination after attaining age fifty-five (55) with at least ten (10) completed years of service), then the Compensation and Organization Committee of the Board of Directors of the Company (the "Committee"), or its delegate, in its sole discretion, may vote to accelerate vesting of all outstanding shares to the extent that the Performance Goal is met. If this occurs, the restrictions set forth in this Agreement with respect to the Shares shall immediately lapse on the date such decision was made by the Committee, causing any restrictions which would otherwise remain on the Stock to immediately lapse. The decision by the Committee regarding acceleration of outstanding shares in the case of Participant's Retirement will be made considering the following factors: (1) Participant's previous general contributions to the Company, (2) Participant's contributions on key initiatives of the Company, (3) Participant's years of service to the Company, (4) Financial performance of the Company in the current fiscal year; and/or (5) Financial performance of the Company in the previous fiscal year. If taxes become due on all Shares, then Participant will be subject to taxes and withholding as set forth in Section 5, below. (c) Other Terminations. If Participant's Termination is by the Company or an Affiliate or by Participant for any reason other than death, Disability or Retirement, then all Restricted Stock for which the applicable restrictions had not lapsed prior to the date of such Termination shall be immediately forfeited. View More

Termination. The Company may terminate this Agreement at any time by 30 working days' written notice to the Contractor. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor immediately and without prior... written notice to the Contractor. View More

Termination. In the event that the Participant ceases to be an employee of PartnerRe Group prior to the Vesting Date, the following conditions shall apply: (a) Death or Disability. If the Participant ceases to be an employee of the PartnerRe Group as a result of the Participant's death or Disability, all unvested RSUs will become immediately vested upon the date of termination as a result of death or Disability. All of the Shares underlying the RSUs will be delivered to the Participant (or, as applicable,... the Participant's estate) as soon as administratively practicable after the date of vesting. (b) Involuntary (without Cause) or Voluntary (with Good Reason) Termination. In the event the Participant's employment with the PartnerRe Group is terminated by the Company (without Cause) or by the Participant (with Good Reason), a pro rata portion of any unvested RSUs will become immediately vested upon the date of termination (based on the number of days elapsed from the Grant Date through the date of termination).2 All of the Shares underlying the RSUs will be delivered to the Participant as soon as administratively practicable after the date of vesting. (c) Involuntary (with Cause) or Voluntary (without Good Reason) Termination. In the event the Participant's employment with the PartnerRe Group is terminated by the Company (with Cause) or by the Participant (without Good Reason), all unvested RSUs will be forfeited on the date of such termination. (d) Retirement. If the Participant ceases to be an employee of the PartnerRe Group as a result of the Participant's retirement, all unvested RSUs will continue to vest in accordance with their original vesting schedule, subject to the provisions below: (i) Post-termination Covenants. Continuation of vesting following retirement is contingent upon the Participant's compliance with certain limitations on the Participant's business activity, including the following: (i) the 1 In no event will the Settlement Date be later than March 15th of the year following the year in which the Vesting Date occurs. 2 In the award agreement of the Company's CEO, pro rata vesting will be replaced by full vesting. 2 Participant may not engage in business activities in the reinsurance industry, act on behalf of any entity, company or business that operates in the reinsurance industry, or otherwise compete with the PartnerRe Group in the locations where the PartnerRe Group operates, (ii) the Participant may not solicit employees or customers of PartnerRe on behalf of any entity, company or business that operates in the reinsurance business or otherwise competes with the PartnerRe Group in the locations where the PartnerRe Group operates, and (iii) the Participant may not disclose confidential or non-public information regarding the business of the PartnerRe Group (unless legally required to do so, and in such case only upon giving prior notice to the Company), in each of (i), (ii) and (iii) above, until the Vesting Date. (ii) Definition of Retirement. For purposes of this Award Agreement, "retirement" means a voluntary termination when the Participant's age and years of service qualify him/her for retirement benefits under the retirement plan or policy in place in the Participant's country of employment at the time the Participant gives the Notice of Termination for such voluntary termination. (e) Conflict with Contract of Employment. In the event that any of the terms of the Participant's contract of employment conflict with the provisions of this Section 7, the contract of employment shall prevail. For the avoidance of doubt, this Award shall follow the treatment of Options upon termination as set out in such contract of employment, if such contract of employment does not specify treatment of RSUs. View More

Termination. Upon payment in full of the Obligations, and termination of any further obligation of Agent and the Lenders to extend any credit to Borrower under the Financing Documents, this Agreement shall terminate and Agent shall promptly execute appropriate documents to evidence such termination.

Termination. This Agreement shall terminate as of the later of (i) ten (10) years after Indemnitee ceases to serve as a director and/or officer of the Company, or (ii) one (1) year after the final adjudication by a court of competent jurisdiction evidenced by a final non-appealable order with respect to any Proceeding or any claim, issue or matter involved in any Proceeding in respect of which Indemnitee is granted rights of indemnification or advancement of expenses hereunder.

Termination. This Agreement and the security interest in the Collateral evidenced by this Agreement shall terminate automatically and be of no further force or effect upon the distribution of all Escrowed Property in accordance with Section 3 hereof; provided, however, that the obligations of the Issuers under Section 2(c) and Section 5 (and any existing claims thereunder) shall survive termination of this Agreement and the resignation or removal of the Escrow Agent. At such time, upon the written request... of the Issuer, the Escrow Agent shall deliver to the Issuers all of the Escrowed Property hereunder that has not been disbursed or applied by the Escrow Agent in accordance with the terms of this Agreement and the Indenture. Such delivery shall be without warranty by or recourse to the Escrow Agent in its capacity as such, except as to the absence of any liens on the Escrowed Property created by the Escrow Agent, and shall be at the sole expense of the Issuers. View More

Termination. The Company may, without prejudice to any right or remedy it may have due to any failure of the Consultant to perform his obligations under this Agreement, terminate the Consultation Period upon 30 days' prior written notice to the Consultant. In the event of such termination, the Consultant shall be entitled to payment for services performed and expenses paid or incurred prior to the effective date of termination, subject to the limitation on reimbursement of expenses set forth in Section 3.2.... Notwithstanding the foregoing, the Company may terminate the Consultation Period, effective immediately upon receipt of written notice, if the Consultant breaches or threatens to breach this Agreement or the agreements referenced in Section 6. View More

Termination. (a) This Agreement shall be terminated upon the happening of any of the following: (i)at the cessation of SMPR's business activities except as a result of a sale or merger; (ii)upon the mutual consent of the parties hereto; (iii)upon the death of Employee; (iv)the termination of this Agreement for any reason or no reason by the Company upon Thirty (30) days prior written notice to Employee. (v)the termination for any reason or no reason by Employee upon Thirty (30) days written notice to the... Company. However, Employee cannot terminate this Agreement during a Restricted Period. (1)"Restricted Period" shall mean the Thirty (30) day period immediately preceding the due date of a quarterly regulatory filing and the Sixty (60) day period immediately preceding the due date of an annual regulatory filing. The due date of the regulatory filing shall include any applicable extensions and extend until such quarterly or annual statement is filed. (b)Termination by Company for Cause. "Cause" for the purpose of this Agreement is defined as (i) an intentional act of fraud, embezzlement, theft or any other material violation of law committed by Employee; (ii) damage to Company's assets; (iii) disclosure of Company's confidential information; (iv) breach of Employee's obligations under this Agreement; (v) intentional engagement in any competitive activity which would constitute a breach of Employee's duty of loyalty or of Employee's obligations under this Agreement; (vi) breach of any of Company's policies; (vii) the willful and continued failure to substantially perform Employee's duties for Company (other than as a result of incapacity due to physical or mental illness); (viii) willful conduct by Employee that is materially injurious to Company, monetarily or otherwise, or (ix) failure to follow any written directives from the Board of Directors. (c)If Employee is terminated under Section 6(a)(i)-(iv), Employee shall receive Three (3) months severance. If Employee is terminated under Section 6(a)(v) or 6(b) then Company shall pay Employee any earned but unpaid compensation as of the Date of this Termination within Thirty (30) days of such date. "Date of Termination" shall mean the final date of Employee's employment, not the date of notice of termination. View More

Termination. (a) At the end of the three-year term effective August 15, 2017, this Agreement shall be renewed upon the mutual agreement of the Executive and the Company by both parties agreeing in writing to such extension by no later than August 1, 2017. (b) This Agreement may be terminated by the Executive providing at least 90 days prior written notice to the Company. In the event of termination by the Executive pursuant to this subsection, the Company may immediately relieve the Executive of all duties... and immediately terminate this Agreement, or terminate the Agreement at some time during the 90 day notice period in the Company's sole discretion, provided that the Company shall pay the Executive at the then applicable Base Salary rate to the termination date included in the Executive's original termination notice. In the event of termination of this Agreement pursuant to this subsection (b), the Executive shall be paid only at the then applicable Base Salary rate up to and including the date of termination, and no further benefits or compensation of any kind will be paid or owing to the Executive. (c) In the event that the Executive is in breach of any material obligation owed the Company in this Agreement, habitually neglects the duties to be performed under this Agreement, engages in any conduct which is dishonest, damages the reputation or standing of the Company, is convicted of any criminal act or engages in any act of moral turpitude, or does any act or omission which constitutes cause at common law, then the Company may summarily terminate this Agreement. In event of termination of this Agreement pursuant to this subsection (c), the Executive shall be paid only at the then applicable Base Salary rate up to and including the date of termination, and no further benefits or compensation of any kind will be paid or owing to the Executive. (d) The Company may terminate this Agreement and the Executive's employment at any time during the term of this Agreement or any subsequent renewal thereof by providing the Executive with 90 days of working notice or, in the Company's sole discretion, Base Salary in lieu of notice. During the period of notice or pay in lieu of notice, the Executive shall only be entitled to Base Salary and all other benefits, bonuses, incentive payments and perquisites will cease immediately upon the Executive's receipt of his notice of termination. The Executive agrees that the Terms of this section satisfy all entitlements and rights that the Executive may have under contract, law or equity. (e) Upon any termination of this Agreement for any reason whatsoever, the Executive shall immediately return to the Company any and all Confidential Information (as discussed in section 14 herein), books, documents, effects, money, securities or other property belonging to the Company or for which the Company is liable to others, which are in the possession, charge, control or custody of the Executive. (f) In the event the Company is acquired, or is the non-surviving party in a merger, or sells all of or substantially all of its assets, this Agreement shall not be terminated and the Company agrees to use its best efforts to ensure that the transferee or surviving company is bound by the terms of this Agreement. View More

Termination. At any time prior to the Effective Time, this Plan may be terminated and the transactions contemplated hereby may be abandoned by action of the Board of Directors of the Company if, in the opinion of the Board of Directors of the Company, such action would be in the best interests of the Company and its stockholders. In the event of termination of this Plan, this Plan shall become void and of no effect.