Grouped Into 396 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 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
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 i...s 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
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 par...ty 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
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
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 sh...all 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
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
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
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 t...o 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
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 C...ause; 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
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.)
Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by the Partnership prior to delivery of and payment for the Firm Units if, prior to that time, any of the events described in Sections 8(i), 8(j) and 8(l) shall have occurred or if the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement.
Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by the Partnership prior to delivery of and payment for the Firm Units if, prior to that time, any of the events described in Sections 8(i), 8(j) 8(l), 8(m) and 8(l) 8(o) shall have occurred or if the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement.
Termination. 6.1 Termination by Company. 6.3 Termination After Change in Control. 6.3.1 Change in Control. 6.5 Incapacity of Executive. 6.6 Death of Executive. 6.10 Sole Source of Severance Benefits. 15.3 Assignment. 15.5 Entire Agreement. 15.7 Supersession.
Termination. 6.1 Termination by Company. 6.3 Termination After Change in Control. 6.3.1 Change in Control. 6.5 Incapacity of Executive. 6.6 Death of Executive. 6.10 Sole Source of Severance Benefits. 15.3 Assignment. 15.5 Entire Agreement. 15.7 Supersession. 15.9 Indemnity.
Termination. (a) Consultant's relationship with the Client hereunder may be terminated for any reason whatsoever, with or without cause, at any time, by Client, upon fourteen (14) days written prior notice. (b) This Agreement may be terminated by either party upon giving written notice to the other party if the other party is in default hereunder and such default is not cured within fifteen (15) days of receipt of written notice of such default. (c) Consultant and Client shall have the right and discretion t...o terminate this Agreement should the other party in performing their duties hereunder, violate any law, ordinance, permit or regulation of any governmental entity, except for violations which either singularly or in the aggregate do not have of will not have a material adverse effect on the operations of the Client. (d) In the event of any termination hereunder all funds due to or paid to the Consultant through the date of termination shall be fully earned and non-refundable and the parties shall have no further responsibilities to each other except that the Client shall be responsible to make any and all payments if any, due to the Consultant through the date of the termination and the Consultant shall be responsible to comply with the provisions of Section 8 hereof.View More
Termination. (a) Consultant's relationship with the Client hereunder may be terminated for any reason whatsoever, with or without cause, at any time, after 90 days, by Client, either party, upon fourteen (14) 30 days written prior notice. (b) This Agreement shall automatically terminate upon the dissolution, bankruptcy or insolvency of the Client or Consultant. (c) This Agreement may be terminated by either party upon giving written notice to the other party if the other party is in default hereunder and suc...h default is not cured within fifteen (15) thirty (30) days of receipt of written notice of such default. (c) (d) Consultant and Client shall have the right and discretion to terminate this Agreement should the other party in performing their duties hereunder, violate any law, ordinance, permit or regulation of any governmental entity, except for violations which either singularly or in the aggregate do not have of or will not have a material adverse effect on the operations of the Client. (d) (e) In the event of any termination hereunder all shares or funds due to or paid to the Consultant through the date of termination shall be fully earned and non-refundable and the parties shall have no further responsibilities to each other except that the Client shall be responsible to make any and all payments if any, due to the Consultant through the date of the termination and the Consultant shall be responsible to comply with the provisions of Section 8 section 10 hereof. View More
Termination. (a) Consultant's relationship with the Client hereunder may be terminated for any reason whatsoever, with or without cause, at any time, by Client, upon fourteen (14) days written prior notice. (b) This Agreement may be terminated by either party upon giving written notice to the other party if the other party is in default hereunder and such default is not cured within fifteen (15) days of receipt of written notice of such default. (c) default (an "Early Termination"). (b) Consultant and Client... shall have the right and discretion to terminate this Agreement should the other party in performing their duties hereunder, violate any law, ordinance, permit or regulation of any governmental entity, except for violations which either singularly or in the aggregate do not have of or will not have a material adverse effect on the operations of the Client. (d) (c) In the event of any termination hereunder all funds due to or paid to the Consultant through the date of termination shall be fully earned and non-refundable and the parties shall have no further responsibilities to each other except that the Client shall be responsible to make any and all payments if any, due to the Consultant through the date of the termination and the Consultant and Company shall be responsible to comply with the provisions of Section Sections 7 and 8 hereof. View More
Termination. This Agreement shall terminate and shall have no further force or effect as of the earlier to occur of (i) receipt of the Requisite Spansion Stockholder Approval, and (ii) the date the Merger Agreement shall have been validly terminated pursuant to Article IX thereof (the "Expiration Date"); provided, however, that notwithstanding the foregoing, the provisions in Section 10 hereof shall survive in full force and effect following the consummation of the Merger.
Termination. This Agreement shall terminate and shall have no further force or effect as of the earlier to occur of (i) receipt of the Requisite Spansion Stockholder Approval, Effective Date and (ii) the date the Merger Agreement shall have been validly terminated pursuant to Article IX VIII thereof (the "Expiration Date"); provided, however, that notwithstanding the foregoing, the provisions in Section 10 9 hereof shall survive in full force and effect following the consummation of the Merger.
Termination. This Agreement shall terminate and shall have no further force or effect as of the earlier to occur of (i) receipt of the Requisite Spansion Stockholder Approval, Qumu Shareholder Approval and (ii) the date the Merger Agreement shall have been validly terminated pursuant to Article IX thereof (the "Expiration Date"); provided, however, that notwithstanding the foregoing, the provisions in Section 10 hereof shall survive in full force and effect following the consummation of the Merger.
Termination. This Sales Plan will terminate upon the last day of my service with the Company, or Company subsidiary employing me. This Sales Plan may not be terminated, modified or amended at any time without the prior approval of the Administrator. -12- EX-10.6 5 d873408dex106.htm EX-10.6 EX-10.6 Exhibit 10.6 [International] BAZAARVOICE, INC. 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Bazaarvoice, Inc. 2012 Equity Incentive Plan... (the "Plan") will have the same defined meanings in this Restricted Stock Unit Award Agreement (the "Award Agreement"). I. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: You have been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Total Number of Shares Granted Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Unit will vest in accordance with the following schedule: [insert vesting schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Bazaarvoice, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A and the Stock Trading Plan for Mandatory Sale of Shares to Cover Tax Withholding Obligations attached as Exhibit B (the "Stock Trading Plan"), all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: BAZAARVOICE, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. The Company hereby grants to the individual named in the Notice of Restricted Stock Unit Grant attached as Part I of this Award Agreement (the "Participant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.View More
Termination. This Sales Plan will terminate upon the last day of my service with the Company, or Company subsidiary employing me. This Sales Plan may not be terminated, modified or amended at any time without the prior approval of the Administrator. -12- EX-10.6 5 d873408dex106.htm EX-10.6 EX-10.6 -13- EXHIBIT C SECTION 431 ELECTION -14- EX-10.5 4 d873408dex105.htm EX-10.5 EX-10.5 Exhibit 10.6 [International] 10.5 UK SUB-PLAN TO THE BAZAARVOICE, INC. 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGR...EEMENT Unless otherwise defined herein, the terms defined in the UK Sub-Plan to the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Restricted Stock Unit Award Agreement (the "Award Agreement"). I. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: Address: You have been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Total Number of Shares Granted Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Unit will vest in accordance with the following schedule: [insert vesting schedule] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant's right to acquire any Shares hereunder will immediately terminate. By Participant's signature and the signature of the representative of Bazaarvoice, Inc. (the "Company") below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A and A, the Stock Trading Plan for Mandatory Sale of Shares to Cover Tax Withholding Obligations attached as Exhibit B (the "Stock Trading Plan"), the Joint Election and the Section 431 Election, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan Plan, Award Agreement, Joint Election and Award Agreement. Section 431 Election. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan Plan, Award Agreement, the Joint Election and Award Agreement. the Section 431 Election. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: BAZAARVOICE, INC. Signature By Print Name Title Residence Address: -2- EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant of Restricted Stock Units. The Company hereby grants to the individual named in the UK Notice of Restricted Stock Unit Grant attached as Part I of this Award Agreement (the "Participant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 18 17 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. View More
Termination. The Executive's employment with the Company during the Agreement Term may be terminated by the Company or the Executive without any breach of this Agreement only under the following circumstances: (a) upon the death of the Executive; (b) upon the permanent disability of the Executive if such disability renders the Executive incapable of performing his duties; (c) upon ten days' prior written notice by the Company to the Executive; (d) upon ten days' prior written notice by the Executive to the C...ompany; or (e) upon the last date of the Agreement Term.View More
Termination. The Executive's employment with the Company during the Agreement Term may be terminated by the Company or the Executive without any breach of this Agreement only under the following circumstances: (a) upon the death of the Executive; (b) upon the permanent disability of the Executive if such disability renders the Executive incapable of performing his duties; (c) upon ten days' three weeks' prior written notice by the Company to the Executive; or (d) upon ten days' three weeks' prior written not...ice by the Executive to the Company; or (e) upon Company. However, neither the last date of Company nor the Employee shall terminate the Agreement Term. under (c) or (d) prior to August 30, 2014. View More
Termination. The Executive's employment with the Company during the Agreement Term may be terminated by the Company or the Executive without any breach of this Agreement only under the following circumstances: (a) upon the death of the Executive; (b) upon the permanent disability of the Executive if such disability renders the Executive incapable of performing his her duties; (c) with or without Cause, upon ten 30 days' prior written notice by the Company to the Executive; (d) upon ten 30 days' prior written... notice by the Executive to the Company; or (e) upon the last date day of the Agreement Term. View More
