Termination of Employment Change of Control. Notwithstanding any provisions of this Agreement to the contrary, the Executive’s employment hereunder shall automatically terminate upon his death and may be terminated earlier in accordance with the provisions of subparagraphs A, B, C and D of this Section 9.
Termination of Employment Change of Control. The Parties acknowledges and understands that employment of the Executive with the Company is “at-will” and can be terminated by either Party for no reason, or for any reason not otherwise specifically prohibited by law. Nothing in this Agreement is intended to alter Executive's at-will employment status or obligate the Company to continue to employ Executive for any specific period of time, or in any specific role or geographic location. Except as expressly provided for in this Agreement, upon any termination of employment, Executive shall not be entitled to receive any payments or benefits under this Agreement other than accrued, but unpaid or unused: (i) base salary; and (ii) business expenses. For purposes of this Section 5, these amounts shall be collectively referred to as the "Accrued Obligations." Except as otherwise provided for in this Agreement, upon any termination of employment, Executive shall forfeit all unvested equity awards. Capitalized terms used in this Section 5, but not specifically defined herein, shall have the same meaning as assigned to them in Appendix A to this Agreement.
Termination of Employment Change of Control. Upon the termination of the employment of Optionee with the Company prior to the expiration of the Option, the following provisions shall apply:
Termination of Employment Change of Control. (i) Subject to Sections 6(ii) and 6(iii) below, upon termination of your employment with the Company and its Affiliates for any reason prior to the Scheduled Vesting Date, you will forfeit all of your PSUs awarded under this Agreement, together with any accrued dividend equivalents, as of the date of termination and all such PSUs and accrued dividend equivalents will be canceled for no value.(ii)Subject to Sections 7 and 8 herein, in the event of (a) Disability, (b) death or (c) termination of your employment with the Company and its Affiliates due to a Qualified Retirement (each, a “Separation Event”) occurring during the Performance Period, a number of PSUs determined by multiplying (x) the full number of PSUs that would have vested on the Scheduled Vesting Date, as determined pursuant to Section 3(i) or 3(ii), as applicable, of this Agreement, by (y) a fraction, the numerator of which is the number of complete months during the Performance Period prior to the Separation Event and the denominator of which is thirty-six (36), will vest on the Scheduled Vesting Date. The Company will deliver to you or your legal representative the number of shares of Stock underlying such vested PSUs within sixty (60) days following the Scheduled Vesting Date; provided, however, if you are a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i) or any successor provision, on the date of your Qualified Retirement, then, irrespective of any other provision contained in this Agreement, any shares vesting pursuant to a Qualified Retirement shall be delivered on the first day of the seventh month following the date of your (i) Qualified Retirement or, if earlier (ii) the date of your death. (iii)Subject to Sections 7 and 8 herein, in the event of Qualifying Termination (including a termination by you for Good Reason if the Good Reason condition occurs within two years following the Change of Control and the notice and remedy provisions relating to the Good Reason set forth in the Severance Plan are, or are not, as applicable, satisfied) occurring within fourteen (14) days prior to a Change of Control or two (2) years following a Change of Control, a number of PSUs determined by multiplying (a) the Target Award by (b) a fraction, the numerator of which is the number of complete months during the Performance Period prior to the Qualifying Termination and the denominator of which is thirty-six (36), will vest on the date of the Qualifying Termination. The Comp...
Termination of Employment Change of Control. Voluntary or involuntary termination of employment, retirement, death or Disability of Recipient, or termination of employment for Cause or with Good Reason following a Change of Control, shall affect Recipient's rights under this Agreement as follows:
Termination of Employment Change of Control. 3.1Termination of Employment. Except as provided in Sections 3.2, 3.3 or 3.4 below, any unvested Restricted Stock Units subject to this Agreement shall immediately terminate and be automatically forfeited by the Participant to the Company upon the termination of the Participant’s Active Status with the Company or any Subsidiary or affiliate of the Company for any reason (as further described in Section 8(l) below), including without limitation, Global Key Employee RSU Agreement voluntary termination by the Participant, or termination by the Company or any Subsidiary or affiliate of the Company because of Misconduct. 3.2Change of Control. Upon a Change of Control, the vesting of the Restricted Stock Units shall accelerate, and the Restricted Stock Units shall become fully vested and payable to the extent and under the terms and conditions set forth in the Plan; provided that for purposes of this Section 3.2, “Resignation (or Resign) for Good Reason” shall have the following meaning:
Termination of Employment Change of Control. Except as provided in this Section 3, if the Participant’s employment with the Company or any Affiliate, as applicable, terminates for any reason, then all unvested Performance Shares shall be cancelled immediately and the Participant shall immediately forfeit any rights to such Performance Shares. (a)If, following a Change in Control, the Participant’s employment or service is terminated by the Company without Cause, by the Participant for Good Reason (as defined in the Participant’s employment, severance protection agreement or similar agreement, provided that if no such agreement exists or no definition of Good Reason is provided therein, then Good Reason shall not exist), or due to the Participant’s death or Disability, the requirement that the Participant remain in the employ of the Company or its Affiliates on the applicable Vesting Date shall be waived and the Participant shall receive payment in respect of the Performance Shares on or within thirty (30) calendar days following employment termination, as follows: (i)if termination is before the Initial Vesting Date, (A) the total number of Performance Shares that would have been earned based on actual performance through the date of termination, as determined by the Committee, or (B) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the total number of Performance Shares that would have been earned based on the assumed achievement of target performance, as determined by the Committee, in either case, multiplied by a fraction, the numerator of which is the number of days elapsed between January 1, 2016 and the date of the Participant’s termination of employment or service, and the denominator of which is 1,095, and that number of Performance Shares shall be distributed, and(ii)if termination is after the Initial Vesting Date, the remaining one half of the Performance Shares that were earned as of the end of the Performance Period based on actual performance, but are not scheduled to be distributed until the first anniversary of the Initial Vesting Date, shall be multiplied by a fraction, the numerator of which is the number of days elapsed between January 1, 2016 and the date of the Participant’s termination of employment or service, and the denominator of which is 1,095, and those Performance Shares shall be distributed. (b)In the event of the Participant’s death, Disability, or retirement on or after the Participant has both attained age sixty (60) ye...
Termination of Employment Change of Control