Termination Contract Clauses (53,345)

Grouped Into 404 Collections of Similar Clauses From Business Contracts

This page contains Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Section 6 shall survive any such termination.
Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Section 6 and Section 7 shall survive any such termination.
Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Subsection 2(b)(v) and Section 6 shall 4 will survive any such termination.
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Termination. (a) If Participant's employment with the Company is terminated for death or Disability (as defined in the Participant's Executive Employment Agreement with the Company ("Employment Agreement")), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the date of termination of Participant's employment ("Termination Date"), but in no event... later than March 15th of the year following the year in which the Termination Date occurs. Emp.Agt. – 2012 Equity Incentive PlanTime-Based Vesting (b) If Participant's employment with the Company is terminated by the Company for Underperformance (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will vest as follows: i. a pro rata portion (equal to the number of days Participant was employed by the Company during such 12 month period relative to the total number of days in the 12 month period) of the unvested RSUs scheduled to vest at the end of the 12 month vesting period that includes the Termination Date; and ii. one half of any unvested RSUs scheduled to vest following the 12 month vesting period that includes the Termination Date. To the extent RSUs are vested as provided in this paragraph (b), the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. Any remaining RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled as of the Termination Date. (c) If the Company does not notify Participant within 30 days prior to the expiration of the Employment Agreement that the Company is willing to renew or extend the Employment Agreement on terms substantially similar to those in effect, and if Participant's employment with the Company is then terminated at the expiration of the Employment Agreement, one half of any unvested RSUs scheduled to vest following the Termination Date will vest as of the Termination Date and the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. Any remaining RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled as of the Termination Date. (d) Unless the following paragraph (e) applies, if Participant's employment with the Company is terminated by Participant for Good Reason (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. (e) If within 24 months after the occurrence of a Change in Control Participant's employment with the Company is terminated by Participant for Good Reason (as defined in the Employment Agreement) or by the Company for any reason other than for Cause (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs (or cash, in the discretion of the Company) will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. Emp.Agt. – 2012 Equity Incentive PlanTime-Based Vesting (f) Unless otherwise determined by the Board in its sole and absolute discretion, if Participant's employment with the Company is terminated voluntarily by Participant without Good Reason (as defined in the Employment Agreement), by the Company for Cause (as defined in the Employment Agreement), as a result of expiration of the Employment Agreement (except as provided in paragraph (c) above), or for any reason other than as specified in paragraphs (a) through (d) above, all unvested RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled by the Company as of the Termination Date. View More Arrow
Termination. (a) If Participant's employment with the Company is terminated before the Vesting Date for death or Disability (as defined in the Participant's Executive Employment Agreement with the Company ("Employment Agreement")), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the date of termination of Participant's employment ("Termination... Date"), but in no event later than March 15th portion of the year following the year in which the Termination Date occurs. Emp.Agt. – 2012 Equity Incentive PlanTime-Based Vesting (b) If Participant's employment with the Company is terminated by the Company for Underperformance (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will vest as follows: i. a of the date of termination of Participant's employment ("Termination Date"): Emp.Agt. – 2012 Equity Incentive PlanPerformance-Based Vesting The pro rata portion (equal to the number of days Participant was employed by in the Company during such 12 month period Performance Period through the Termination Date relative to the total number of days in the 12 month period) Performance Period) of the unvested RSUs scheduled that would vest if the "target" Performance Criteria were to vest at the end be met as of the 12 month vesting period that includes the Termination Date; and ii. one half of any unvested RSUs scheduled to vest following the 12 month vesting period that includes the Termination Vesting Date. To the extent RSUs are vested as provided in this paragraph (b), the The shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. (b) If Participant's employment with the Company is terminated by the Company for Underperformance (as defined in the Employment Agreement), the following portions of the RSUs that would otherwise have vested on the Vesting Date (based on the Committee's determination of the extent to which the Performance Criteria were achieved) (the "Earned RSUs") will be vested as of the Vesting Date: A pro rata portion of the Earned RSUs equal to the number of days in the Performance Period through the Termination Date relative to the total number of days in the Performance Period; and 50% of an additional pro rata portion of the Earned RSUs equal to the number of days in the Performance Period beginning with the date after the Termination Date and ending on the last day of the Performance Period, relative to the total number of days in the Performance Period. To the extent RSUs are vested as provided in this paragraph (b), the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Vesting Date, but in no event later than March 15th of the year following the year in which the Vesting Date occurs. Any remaining RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled as of the Termination Vesting Date. (c) If Unless the following paragraph (d) applies, if Participant's employment with the Company does not notify is terminated by Participant within 30 days prior to for Good Reason (as defined in the Employment Agreement) or as a result of expiration of the Employment Agreement that without renewal by reason of the Company is willing Company's failure to renew offer renewal or extend the Employment Agreement extension on terms substantially similar to those in effect, and the Participant will be entitled to settlement of the RSUs in accordance with Section 3(a) as if Participant was still employed on the Vesting Date. (d) If within 24 months after the occurrence of a Change in Control Participant's employment with the Company is then terminated at either by Participant for Good Reason (as defined in the expiration Employment Agreement) or by the Company for any reason other than for Cause (as defined in the Employment Agreement), the Participant will be entitled to payment on account of the Employment Agreement, one half portion of any unvested the RSUs scheduled to vest following that the Termination Date will vest Committee determines would have vested had the Performance Period ended on the date of the Change in Control, based on achievement of the Performance Criteria as of the Termination Date and date of the Change in Control. The shares (or cash, in the discretion of the Company) corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. Any remaining RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled as of the Termination Date. (d) Unless the following paragraph (e) applies, if Participant's employment with the Company is terminated by Participant for Good Reason (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. (e) If within 24 months after the occurrence of a Change in Control Participant's employment with the Company is terminated by Participant for Good Reason (as defined in the Employment Agreement) or by the Company for any reason other than for Cause (as defined in the Employment Agreement), any unvested RSUs granted under this Award Agreement will immediately vest and the shares corresponding in number to such vested RSUs (or cash, in the discretion of the Company) will be delivered to Participant by the Company as soon as practicable following the Termination Date, but in no event later than March 15th of the year following the year in which the Termination Date occurs. Emp.Agt. – 2012 Equity Incentive PlanTime-Based PlanPerformance-Based Vesting (f) (e) Unless otherwise determined by the Board in its sole and absolute discretion, if Participant's employment with the Company is terminated voluntarily by Participant without Good Reason (as defined in the Employment Agreement), by the Company for Cause (as defined in the Employment Agreement), as a result of expiration of the Employment Agreement (except as provided in paragraph (c) above), or for any reason other than as specified in paragraphs (a) through (d) above, all unvested RSUs will be immediately forfeited and any right to receive settlement in shares for such RSUs will be canceled by the Company as of the Termination Date. View More Arrow
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Termination. By ten (10) days prior written notice to the other, either AV or Consultant may terminate this Agreement at any time. In the event of such termination, Consultant shall be entitled to payment, under the provisions of this Agreement, for all charges and expenses actually earned or incurred with respect to all Task Orders in effect up to the time of the termination. Termination for failure of the other Party to perform shall not prejudice said Party in any respect with regard to pursuing its... rights and remedies, or otherwise. Any provision of this Agreement that imposes an obligation that should reasonably be expected to extend after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. Such provisions include but are not limited to Sections 8, 9, 13, 14, 16, and 28 herein. View More Arrow
Termination. By ten (10) days prior written notice to the other, either AV or Consultant may terminate this Agreement at any time. In the event of such termination, Consultant shall be entitled to payment, under the provisions of this Agreement, for all charges and expenses actually earned or incurred with respect to all Task Orders in effect up to the time of the termination. Termination for failure of the other Party to perform shall not prejudice said Party in any respect with regard to pursuing its... rights and remedies, or otherwise. Any provision of this Agreement that imposes an obligation that should reasonably be expected to extend after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement. Such provisions include but are not limited to Sections 8, 9, 13, 14, 10, 15, 16, 17, 26 and 28 29 herein. View More Arrow
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Termination. (a) A Participant may terminate his or her participation in the Reinvestment Plan at any time by written notice to the Company. To be effective for any Distribution, such notice must be received by the Company at least 15 Business Days prior to the last day of the calendar month to which such Distribution relates. (b) The Company or the Reinvestment Agent may terminate a Participant's individual participation in the Reinvestment Plan, and the Company may terminate the Reinvestment Plan itself... at any time by 15 days' prior written notice mailed to a Participant, or to all Participants, as the case may be. (c) After termination of the Reinvestment Plan or termination of a Participant's participation in the Reinvestment Plan, the Reinvestment Agent will send to each Participant (i) a statement of account in accordance with Section 7 hereof, and (ii) a remittance for the amount of any Distributions in the Participant's account that have not been reinvested in Shares. The record books of the Company will be revised to reflect the ownership of record of the Participant's whole and fractional Shares. Any future Distributions made after the effective date of the termination will be sent directly to the former Participant or to such other party as the Participant has designated pursuant to an authorization form or other documentation satisfactory to the Company. View More Arrow
Termination. (a) A Participant may terminate his or her participation in the Reinvestment Plan at any time without penalty by written notice to the Company. To be effective for any Distribution, such notice must be received by the Company at least 15 Business Days 30 days prior to the last day of the calendar month such Distribution. A Participant who chooses to which such Distribution relates. (b) The Company or the Reinvestment Agent may terminate a Participant's individual participation in the... Reinvestment Plan, Plan must terminate his or her entire participation in the Reinvestment Plan and will not be allowed to terminate in part. Notwithstanding the foregoing, if the Company publicly announces in a filing with the Commission a new estimated net asset value per Share, then a Participant shall have no less than two business days after the date of such announcement to notify the Company in writing of the Participant's termination of participation in the Reinvestment Plan and the Participant's termination will be effective for the next date Shares are purchased under the Reinvestment Plan. (b) Any transfer of Shares by a Participant to a non-Participant will terminate participation in the Reinvestment Plan with respect to the transferred Shares. Participation in the Reinvestment Plan may also be terminated by the Company with respect to any Participant to the extent that a reinvestment of Distributions in Shares would cause the share ownership limitations contained in the Company's charter to be violated. In addition, the Company will terminate a Participant's participation in the Reinvestment Plan if it receives a request from the Participant for redemption of all of the stockholder's Shares under the Company's redemption plan. If the Company redeems a portion of a Participant's Shares, the Participant's participation in the Reinvestment Plan with respect to the Participant's Shares that were not redeemed will not be terminated unless the Participant requests such termination pursuant to this Section 10. Conversion of a Participant's Shares from one class to another class pursuant to the Company's charter will not terminate a Participant's participation in the Reinvestment Plan with respect to such Shares, though it will cause, from the effective date of conversion, Distributions with respect to such Shares to be applied to the purchase of Shares of such new class. (b) The Company may terminate or suspend the Reinvestment Plan itself at any time by 15 10 days' prior written notice mailed to a Participant, or to all Participants, as the case may be. Participants. (c) After termination of the Reinvestment Plan or termination of a Participant's participation in the Reinvestment Plan, the Reinvestment Agent will send to each Participant (i) a statement of account in accordance with Section 7 6 hereof, and (ii) a remittance for the amount of any Distributions in the Participant's account that have not been reinvested in Shares. The record books of the Company will be revised to reflect the ownership of record of the Participant's whole and fractional Shares. Any future Distributions made after the effective date of the termination will be sent directly to the former Participant or to such other party as the Participant has designated pursuant to an authorization form or other documentation satisfactory to the Company. 4 11. Amendment. The Company may amend the Reinvestment Plan, including increasing or decreasing the per share purchase price of any class of Shares under the Reinvestment Plan, for any reason upon 10 days' notice to the Participants. While the Reinvestment Plan is still in effect and has not been terminated, the Company will not amend the Reinvestment Plan in a manner that would eliminate a Participant's right to terminate participation in the Reinvestment Plan. View More Arrow
Termination. (a) A Participant may terminate his or her participation in the Distribution Reinvestment Plan at any time by written notice to the Company. To be effective for any Distribution, such notice must be received by the Company at least 15 Business Days 30 days' prior to the last day of the calendar month quarter to which such Distribution relates. (b) The Company or the Reinvestment Agent may terminate a Participant's individual participation in the Distribution Reinvestment Plan, Plan immediately... in accordance with Section 1(d) hereof, and the Company may terminate or suspend the Distribution Reinvestment Plan itself at any time (i) by at least 15 days' prior written notice mailed to a Participant, or to all Participants, as or (ii) by means of disclosure in the case may be. Company's appropriate current, annual or quarterly reports filed under the Securities Exchange Act of 1934 at least 15 days' prior to the effective date of such change. 3 (c) After termination of the Distribution Reinvestment Plan or termination of a Participant's participation in the Distribution Reinvestment Plan, the Reinvestment Agent will send to each Participant (i) a statement of account in accordance with Section 7 hereof, and (ii) a remittance for the amount of any Distributions in the Participant's account that have not been reinvested in Shares. The record books of the Company will be revised to reflect the ownership of record of the Participant's whole and fractional Shares. Any future Distributions made after the effective date of the termination will be sent directly to the former Participant or to such other party as the Participant has designated pursuant to an authorization form or other documentation satisfactory to the Company. View More Arrow
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Termination. This Agreement may be terminated at any time by the mutual written, consent of the Company and FTB. Furthermore, this Agreement shall automatically terminate 4 and be of no further force and effect, in the event that (a) the Commencement of the Public Offering has not been publicly announced within three business days after the date hereof or (b) the conditions in paragraph 1(c) of this Agreement have not been satisfied within 15 business days after the date hereof.
Termination. This Agreement may be terminated at any time by the mutual written, written consent of the Company and FTB. Furthermore, this the Selling Stockholder. This Agreement shall automatically terminate 4 and be of no further force and effect, effect in the event that (a) (i) the Commencement commencement of the Public Offering has not been publicly announced within three business days after the date hereof or (b) (ii) the conditions in paragraph 1(c) 1(b) of this Agreement have not been satisfied... within 15 business days after the date hereof. satisfied. View More Arrow
Termination. This Agreement may be terminated at any time by the mutual written, written consent of the Company and FTB. the Seller. Furthermore, unless such date is extended by the mutual written consent of the Company and the Seller, this Agreement shall automatically terminate 4 and be of no further force and effect, in the event that (a) the Commencement commencement of the Public Offering has not been publicly announced within three 3 business days after the date hereof or (b) the conditions in... paragraph 1(c) of this Agreement have not been satisfied within 15 6 business days after the date hereof. View More Arrow
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Termination. This Agreement may be terminated at any time, and without payment of any penalty, by a majority of the independent directors of the Corporation, upon thirty (30) days' prior written notice to the Advisor. This Agreement and the Advisor's obligations under Section 2 and Section 3 hereof shall immediately terminate upon the earlier to occur of (a) the termination or non-renewal of the Advisory Agreement by the Corporation; (b) the delivery by the Corporation of notice to the Advisor of the... Corporation's intent to terminate or not renew the Advisory Agreement; (c) a Liquidity Event; or (d) the Maximum Amount has been reached pursuant to Section 4. Notwithstanding anything in this Section 7 to the contrary, the agreements contained in Section 5 of this Agreement shall remain operative and in full force and effect and shall survive any such termination or expiration. View More Arrow
Termination. This Agreement may be terminated at any time, and without payment of any penalty, by a majority of the independent directors of the Corporation, upon thirty (30) days' prior written notice to the Advisor. This Agreement and the Advisor's obligations under Section 2 and Section 3 hereof shall immediately terminate upon the earlier to occur of (a) the termination or non-renewal of the Advisory Agreement by the Corporation; (b) the delivery by the Corporation of notice to the Advisor of the... Corporation's intent to terminate or not renew the Advisory Agreement; (c) a Liquidity Event; or (d) the Maximum Amount has been reached pursuant to Section 4. At the Advisor's election, which election shall be evidenced by written notice from the Advisor to the Corporation, this Agreement and the Advisor's obligations under Section 2 and Section 3 hereof shall immediately terminate upon the modification of the calculation of FFO by the Corporation. Notwithstanding anything in this Section 7 to the contrary, the agreements contained in Section 5 of this Agreement shall remain operative and in full force and effect and shall survive any such termination or expiration. View More Arrow
Termination. This Agreement may be terminated at any time, and without payment of any penalty, by a majority of the independent directors of the Corporation, upon thirty (30) days' sixty (60) days prior written notice to the Advisor. Advisor, or by the Advisor upon sixty (60) days prior written notice to the Corporation. This Agreement and the Advisor's obligations under Section 2 and Section 3 hereof shall immediately terminate upon the earlier to occur of (a) the termination or non-renewal of the Advisory... Agreement by the Corporation; (b) the delivery by the Corporation of notice to the Advisor of the Corporation's intent to terminate or not renew the Advisory Agreement; or (c) a Liquidity Event; or (d) the Maximum Amount has been reached pursuant to Section 4. Event. Notwithstanding anything in this Section 7 to the contrary, the agreements contained in Section 5 4 of this Agreement shall remain operative and in full force and effect and shall survive any such termination or expiration. View More Arrow
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Termination. This Agreement shall terminate upon the earliest to occur of (i) the Effective Time and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. 3 9. No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder's capacity as a director or officer of the Company or any of its subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken... by Shareholder in Shareholder's capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder's fiduciary duties as an officer or director to the Company or its shareholders. View More Arrow
Termination. This Notwithstanding anything to the contrary contained herein, this Agreement shall terminate terminate, and the Parties shall have no rights or obligations hereunder, upon the earliest to occur of (i) the Effective Time mutual agreement of Seller and Shareholder, (ii) the day after the Closing Date (following the performance of the obligations of the parties under the Exchange Agreement required to be performed at or prior to Closing), or (iii) the date on which the Merger Exchange Agreement... is terminated in accordance with its terms. 3 9. No 10.No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder's capacity as a director or officer of the Company Purchaser or any of its subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder's capacity as such a director or officer, including in exercising rights under the Merger Exchange Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder's fiduciary duties as an officer or director to the Company Purchaser or its shareholders. View More Arrow
Termination. This Agreement (including the proxies granted hereunder) shall terminate upon automatically terminate, and no party hereto shall have any further rights or obligations hereunder, on the earliest first to occur of (i) (a) the mutual written agreement of Decoy and Shareholder, (b) the Effective Time Time, and (ii) (c) the date end of the Voting Period. Notwithstanding the foregoing, (x) nothing herein shall relieve any party from liability for any intentional breach of this Agreement (and if a... party has been notified by the other party of its obligation hereunder not more than two (2) Business Days prior to the time for fulfillment of such obligation, any failure to perform which results in a breach of such obligation shall be deemed to be intentional) prior to its termination, and (y) the provisions of Section ‎5 shall survive any termination of this Agreement. 4 4. No Limitation on which the Merger Agreement is terminated in accordance with its terms. 3 9. No Agreement Actions of Shareholder as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder's capacity as a director or officer of the Company or any of its subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) (i) will limit or affect any actions or omissions taken by Shareholder in Shareholder's capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) (ii) will be construed to prohibit, limit limit, or restrict Shareholder from exercising Shareholder's fiduciary duties as an officer or director to the Company or its shareholders. View More Arrow
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Termination. This Agreement shall automatically terminate without further action upon the earliest to occur of (a) the Effective Time and (b) the termination of the Merger Agreement in accordance with its terms (the date and time at which the earlier of clause (a) and clause (b) occurs being, the "Expiration Date"). Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, that (i) nothing set forth in this Section 8 shall relieve... any party from liability for any breach of this Agreement occurring prior to the termination hereof; and (ii) the provisions of this Section 8 and Section 10 through Section 17 shall survive any termination of this Agreement. View More Arrow
Termination. This Agreement shall automatically terminate without further action upon the earliest to occur of (a) the Effective Time and (b) the termination of the Merger Agreement in accordance with its terms (the date and time at which the earlier earliest of clause (a) and clause (b) occurs being, the "Expiration Date"). Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, that (i) nothing set forth in this Section 8 12... shall relieve any party from liability for any material breach of any representation, warranty or covenant contained in this Agreement occurring prior to the termination hereof; and (ii) the provisions of this Section 8 12 and Section 10 14 through Section 17 21 shall survive any termination of this Agreement. View More Arrow
Termination. This Agreement shall automatically terminate without further action upon the earliest to occur of (a) the Effective Time and Time, (b) the termination of the Merger Agreement in accordance with its terms and (c) an Adverse Company Recommendation Change having occurred (the date and time at which the earlier earliest of clause (a) (a), clause (b) and clause (b) (c) occurs being, the "Expiration Date"). Upon termination of this Agreement, no party shall have any further obligations or liabilities... under this Agreement; provided, however, that (i) nothing set forth in this Section 8 shall relieve any party from liability for any breach of this Agreement occurring prior to the termination hereof; and (ii) the provisions of this Section 8 and Section 10 through Section 17 shall survive any termination of this Agreement. View More Arrow
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Termination. In the event of the Optionee's termination of employment or service to the Corporation or its parent or any subsidiary for any reason (other than due to death or disability) prior to the expiration date fixed for his or her Option, such Option may be exercised, to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of termination, or to any greater extent permitted by the Committee, by the Optionee at any time prior to the earliest of (i)... the expiration date specified in the Option Agreement, (ii) three (3) months after the date of termination if the termination was not for "cause" (as determined by the Committee, in its sole discretion) (unless the Option Agreement provides a different expiration date in the case of such a termination), and (iii) the date of such termination, if the termination was for cause (unless the Option Agreement provides a different expiration date in the case of a termination for cause). (b) Death. If an Optionee's termination of employment or service to the Corporation or its parent or any subsidiary occurs as a result of death prior to the expiration date fixed for his or her Option, or if the Optionee dies following his or her termination but prior to the earlier of (i) the expiration date fixed for his or her Option, or (ii) the expiration of the period determined under subsection (a) above or (c) below (including any extension of such period provided in the Option Agreement), such Option may be exercised, to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of his or her death, or to any greater extent permitted by the Committee, by the Optionee's estate, personal representative, or beneficiary who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of the Optionee. Such post-death exercise may occur at any time prior to the earlier of (i) the expiration date specified in the Option Agreement, or (ii) three (3) months after the date of the Optionee's death (unless the Option Agreement provides a different expiration date in the case of death). (c) Disability. If an Optionee becomes disabled (within the meaning of section 22(e)(3) of the Code) prior to the expiration date fixed for his or her Option, and the Optionee's termination of employment or service to the Corporation or its parent or any subsidiary occurs as a consequence of such disability, such Option may be exercised, to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of such termination, or to any greater extent permitted by the Committee, by the Optionee at any time prior to the earlier of (i) the expiration date specified in the Option Agreement, or (ii) twelve (12) months after the date of such termination (unless the Option Agreement provides a different expiration date in the case of such a Termination). In the event of the Optionee's legal disability, such Option may be exercised by the Optionee's guardian or legal representative. 6 11. Non-Transferability; Registration. Incentive Stock Options granted under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution. During the lifetime of the Optionee, an Incentive Stock Option may be exercised only by the Optionee or, in the event of the Optionee's legal disability, by the Optionee's guardian or legal representative. Except as provided in an Optionee's Option Agreement, such limits on assignment, transfer and exercise shall also apply to Non-Qualified Stock Options. If the Optionee is married at the time of exercise and if the Optionee so requests at the time of exercise, the certificate or certificates shall be registered in the name of the Optionee and the Optionee's spouse, jointly, with right of survivorship. View More Arrow
Termination. In the event of 3.1 Termination for Any Reason Except Death, Disability or Cause. If the Optionee's termination of employment or service to the Corporation or its parent or any subsidiary Service terminates for any reason (other than due to except for Cause or the Optionee's death or disability) prior to Disability, then the expiration date fixed for his or her Option, Optionee may exercise such Option may be exercised, Optionee's Options only to the extent of the number of Shares with respect... to which that such Options would have been exercisable by the Optionee could have exercised it on the date of termination, or to any greater extent permitted by the Committee, by the Optionee at any time prior to the earliest of (i) the expiration date specified in the Option Agreement, (ii) Optionee's Service terminates no later than three (3) months after the date of termination if the termination was not for "cause" (as Optionee's Service terminates, (or such shorter or longer time period as may be determined by the Committee, in its sole discretion) (unless the Option Agreement provides a different expiration date in the case of such a termination), and (iii) the date of such termination, if the termination was for cause (unless the Option Agreement provides a different expiration date in the case of a termination for cause). (b) Death. If an Optionee's termination of employment or service to the Corporation or its parent or with any subsidiary occurs as a result of death prior to the expiration date fixed for his or her Option, or if the Optionee dies following his or her termination but prior to the earlier of (i) the expiration date fixed for his or her Option, or (ii) the expiration of the period determined under subsection (a) above or (c) below (including any extension of such period provided in the Option Agreement), such Option may be exercised, to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of his or her death, or to any greater extent permitted by the Committee, by the Optionee's estate, personal representative, or beneficiary who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of the Optionee. Such post-death exercise may occur at any time prior to the earlier of (i) the expiration date specified in the Option Agreement, or (ii) beyond three (3) months after the date Optionee's Service terminates deemed to be the exercise of an NSO), but in any event no later than the expiration date of the Options. 3.2 Termination Because of Death. If the Optionee's Service terminates because of the Optionee's death (unless (or the Option Agreement provides a different expiration date in the case of death). (c) Disability. If an Optionee becomes disabled (within the meaning of section 22(e)(3) dies within three (3) months after Optionee's Service terminates other than for Cause or because of the Code) prior to the expiration date fixed for his or her Option, and Optionee's Disability), then the Optionee's termination of employment or service to the Corporation or its parent or any subsidiary occurs as a consequence of such disability, such Option Options may be exercised, exercised only to the extent of the number of Shares with respect to which that such Options would have been exercisable by the Optionee could have exercised it on the date of such termination, or to any greater extent permitted Optionee's Service terminates and must be exercised by the Committee, by the Optionee at any time prior to the earlier of (i) the expiration date specified in the Option Agreement, Optionee's legal representative, or (ii) authorized assignee, no later than twelve (12) months after the date of Optionee's Service terminates (or such termination (unless shorter time period or longer time period as may be determined by the Option Agreement provides a different Committee), but in any event no later than the expiration date in of the case Options. 3.3 Termination Because of such a Termination). In Disability. If the event Optionee's Service terminates because of the Optionee's legal disability, Disability, then the Optionee's Options may be exercised only to the extent that such Option may Options would have been exercisable by the Optionee on the date Optionee's Service terminates and must be exercised by the Optionee's guardian or legal representative. 6 11. Non-Transferability; Registration. Incentive Stock Options granted under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution. During the lifetime of the Optionee, an Incentive Stock Option may be exercised only by the Optionee or, in the event of (or the Optionee's legal disability, representative or authorized assignee) no later than twelve (12) months after the date Optionee's Service terminates (or such shorter or longer time period as may be determined by the Committee, with any exercise beyond (a) three (3) months after the date Optionee's guardian Service terminates when the termination of Service is for a Disability that is not a "permanent and total disability" as defined in Section 22(e)(3) of the Code, or legal representative. Except (b) twelve (12) months after the date Optionee's Service terminates when the termination of Service is for a Disability that is a "permanent and total disability" as provided defined in Section 22(e)(3) of the Code, deemed to be exercise of an Optionee's Option Agreement, such limits on assignment, transfer and exercise shall also apply to Non-Qualified Stock NSO), but in any event no later than the expiration date of the Options. 3.4 Termination for Cause. If the Optionee is married Terminated for Cause, this Option will expire on the Optionee's date of termination of Service, or at such later time and on such conditions as are determined by the time Compensation Committee of exercise and if the Company's Board of Directors, but in any no event later than the expiration date of the Option. 3.5 No Obligation to Employ. Nothing in this Agreement shall confer on Optionee so requests at the time of exercise, the certificate or certificates shall be registered any right to continue in the name employ of, or other relationship with, the Company or any Parent or Subsidiary of the Optionee and Company, or limit in any way the Optionee's spouse, jointly, with right of survivorship. the Company or any Parent or Subsidiary of the Company to terminate Optionee's employment or other relationship at any time, with or without Cause. View More Arrow
Termination. (a) Termination of Service. Except as otherwise extended by the Board, upon the termination of the service of the Optionee, the Optionee's Option shall expire on the earliest of the following occasions: (i) the date that is three months after the voluntary termination of the Optionee's service or the termination of the Optionee's service by the Company (or by an Subsidiary) other than for Cause; (ii) the date of the termination of the Optionee's service by the Company (or by an Subsidiary) for... Cause; 4 (iii) the date one year after the termination of the Optionee's service by reason of Disability; or (iv) the date one year after the termination of the Optionee's service by reason of the Optionee's death. The Optionee may exercise all or any part of the Optionee's Option at any time before the expiration of such Option under this Section 4, but only to the extent that such Option had become exercisable before the Optionee's service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee's service terminated (or vested as a result of the termination). The balance of such Option shall lapse when the Optionee's service terminates. In the event that the Optionee dies during the Optionee's service, or after the termination of the Optionee's termination of employment or service to the Corporation or its parent or any subsidiary for any reason (other than due to death or disability) prior to but before the expiration date fixed for his of the Optionee's Option, all or her Option, part of such Option may be exercised, exercised (prior to expiration) by the executors or administrators of the Optionee's estate or by any person who has acquired such Option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Option had become exercisable before the Optionee's service terminated (or became exercisable as a result of the number termination) and the underlying Shares had vested before the Optionee's service terminated (or vested as a result of Shares with respect to which the Optionee could have exercised it termination). (b) Termination on the date of termination, or to any greater extent permitted by the Committee, by the Optionee at any time prior to the earliest of (i) the expiration date specified Change in the Option Agreement, (ii) three (3) months after the date of termination if the termination was not for "cause" (as Control. Except as otherwise determined by the Committee, in its sole discretion) (unless the Option Agreement provides a different expiration date in the case of such a termination), and (iii) the date of such termination, if the termination was for cause (unless the Option Agreement provides a different expiration date Board, in the case of a termination Change in Control, this Option shall terminate on the effective date of such transaction or event, unless provision is made in such transaction in the sole discretion of the parties thereto for cause). (b) Death. If an Optionee's termination the assumption of employment this Option or service the substitution for this Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with appropriate adjustment as to the Corporation number and kind of shares and the per share exercise price, as provided in Section 13 of this Agreement. In the event of any transaction that will result in such termination, the Company shall give to the Optionee written notice thereof at least ten (10) days prior to the effective date of such transaction. Until such effective date, the Optionee may exercise any portion of this Option that is or its becomes vested on or prior to such effective date, but after such effective date the Optionee may not exercise this Option unless it is assumed or substituted by the successor entity (or a parent or subsidiary thereof) as provided above. (c) Termination of Employment; Voting Trust. If the Optionee ceases to be an employee of the Company for any subsidiary occurs reason, including death or disability, (such Optionee is a "Terminated Optionee" for purposes of this section) all of the Shares held by such Optionee as a result of death prior to exercising all or any portion of this Option shall be automatically put into a voting trust (the "Voting Trust"). Such Shares shall be held by the expiration date fixed Voting Trust for his or her Option, or if the Optionee dies following his or her termination but prior to the earlier of (i) the expiration date fixed for his or her Option, or (ii) the expiration benefit of the period determined under subsection (a) above Terminated Optionee, and all voting rights shall be granted to one or (c) below (including any extension of such period provided in the Option Agreement), such Option may more voting trustees to be exercised, to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of his or her death, or to any greater extent permitted designated solely by the Committee, Board. If determined by the Optionee's estate, personal representative, or beneficiary who acquired Board in its sole discretion, Optionee may also be required to execute an irrevocable proxy in connection with the right to exercise such Option by bequest or inheritance or by reason provisions of the death of the Optionee. Such post-death exercise may occur at any time prior to the earlier of (i) the expiration date specified in the Option Agreement, or (ii) three (3) months after the date of the Optionee's death (unless the Option Agreement provides a different expiration date in the case of death). (c) Disability. If an Optionee becomes disabled (within the meaning of section 22(e)(3) of the Code) prior to the expiration date fixed for his or her Option, and the Optionee's termination of employment or service to the Corporation or its parent or any subsidiary occurs as a consequence of such disability, such Option may be exercised, to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of such termination, or to any greater extent permitted by the Committee, by the Optionee at any time prior to the earlier of (i) the expiration date specified in the Option Agreement, or (ii) twelve (12) months after the date of such termination (unless the Option Agreement provides a different expiration date in the case of such a Termination). In the event of the Optionee's legal disability, such Option may be exercised by the Optionee's guardian or legal representative. 6 11. Non-Transferability; Registration. Incentive Stock Options granted under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution. During the lifetime of the Optionee, an Incentive Stock Option may be exercised only by the Optionee or, in the event of the Optionee's legal disability, by the Optionee's guardian or legal representative. Except as provided in an Optionee's Option Agreement, such limits on assignment, transfer and exercise shall also apply to Non-Qualified Stock Options. If the Optionee is married at the time of exercise and if the Optionee so requests at the time of exercise, the certificate or certificates shall be registered in the name of the Optionee and the Optionee's spouse, jointly, with right of survivorship. this Section 4(c). View More Arrow
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Termination. If the Participant's employment is terminated for any reason or no reason, each unvested Restricted Share will terminate, expire, and be forfeited as provided in Article V of the Plan. (The Committee has sole discretion to determine whether a demotion is a "termination" of employment.)
Termination. If the Participant's employment is terminated for any reason or no reason, each unvested Restricted Share will terminate, expire, expire and be forfeited as provided in Article V of the Plan. forfeited. (The Committee has sole discretion to determine whether a demotion is a "termination" of employment.)
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