Termination of Employment or Service Clause Samples
The 'Termination of Employment or Service' clause defines the conditions and procedures under which an individual's employment or service relationship with an organization may be ended. It typically outlines the grounds for termination, such as resignation, dismissal for cause, or redundancy, and may specify notice periods, severance entitlements, and any post-termination obligations like return of company property. This clause ensures both parties understand their rights and responsibilities upon ending the relationship, thereby reducing disputes and providing a clear framework for managing the conclusion of employment or service.
Termination of Employment or Service. (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).
(b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4.
(c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date.
(d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason...
Termination of Employment or Service. If the Participant’s employment or service with the Company and its Affiliates terminates for any reason, all unvested RSUs shall be cancelled immediately and the Participant shall not be entitled to receive any payments with respect thereto.
Termination of Employment or Service. If the Participant’s employment or service with the Company and its Affiliates terminates for any reason, all unvested RSUs shall be cancelled immediately and the Participant shall not be entitled to receive any payments with respect thereto; provided, however, that in the event of the Participant’s Retirement (as defined below) and compliance with the terms thereof, the RSUs shall continue vesting in accordance with the terms of this Agreement as if the Participant remained employed through each Vesting Date (subject to the forfeiture provisions of the Plan and the clawback provisions set forth herein). For purposes of this Agreement, “Retirement” means a determination by the Company, in its sole and absolute discretion, that the Participant has had a retirement from the Company and its Affiliates upon a voluntary resignation of employment by the Participant (i) after the Participant completed a minimum of five (5) full years of service as an employee of the Company and its Affiliates (regardless of whether such service is continuous), (ii) the Participant having attained the age of fifty (50) at the time of termination, (iii) the sum of the Participant’s years of service and age equals or exceeds sixty-five (65) at the time of termination, (iv) the Participant has entered into and complies with the terms of a non-compete agreement with a term equal to the greater of (x) two years and (y) the remaining period up to and including the Vesting Date in a form to be provided by the Company and (v) the Participant has duly executed, delivered and not revoked a customary release and waiver of all claims in a form acceptable to the Company. For the avoidance of doubt, any failure to comply with the terms of such non-compete agreement will result in the forfeiture of any unvested RSUs.
Termination of Employment or Service. (a) Notwithstanding the vesting schedule set forth in SECTION 2, if you cease to be an Employee or a Non-Employee Director (as applicable) of the Company or a Subsidiary (as applicable) due to a Termination for Cause, all outstanding Options whether vested or unvested shall be void and deemed to be forfeited upon the date your employment or service ceases and shall not be exercisable to any extent whatsoever. (b)If you cease to be an Employee or a Non-Employee Director (as applicable) of the Company or a Subsidiary (as applicable) for any reason other than Cause, death, Disability or Retirement, the unvested portion of the Option shall terminate immediately and the vested portion of the Option that is exercisable as of the date employment ceases shall remain exercisable for ninety (90) days following such termination, but not later than the expiration of the Option Term. If you do not exercise the Option during such period, the Option shall be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or effect.
(c) If you cease to be an Employee or a Non-Employee Director (as applicable) of the Company or a Subsidiary (as applicable) by reason of your death or Disability, the unvested portion of the Option shall immediately vest and become exercisable and the Option shall remain exercisable for five (5) years following the date of death or Disability, but not later than the expiration of the Option Term. If you, or your authorized representative in the case of death, do(es) not exercise the Option during such period, the Option shall be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or effect.
(d) If you cease to be an Employee or a Non-Employee Director (as applicable) of the Company or a Subsidiary (as applicable) by reason of your Retirement, the unvested portion of the Option shall immediately vest and become exercisable and the Option shall remain exercisable for five (5) years following the date of such Retirement, but not later than the expiration of the Option Term. If you do not exercise the Option during such period, the Option shall be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or effect.
Termination of Employment or Service. (a) Unless otherwise determined by the Committee or as specified herein, if your Service with the Company ceases for any reason other than death or Disability, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration.
(b) You acknowledge and agree that upon the forfeiture of any unvested Award Shares in accordance with Section 3(a), (i) your right to vote and to receive cash dividends on, and all other rights, title or interest in, to or with respect to, the forfeited Award Shares shall automatically, without further act, terminate and (ii) the forfeited Award Shares shall be returned to the Company. You hereby irrevocably appoint (which appointment is coupled with an interest) the Company as your agent and attorney-in-fact to take any necessary or appropriate action to cause the forfeited Award Shares to be returned to the Company, including without limitation executing and delivering stock powers and instruments of transfer, making endorsements and/or making, initiating or issuing instructions or entitlement orders, all in your name and on your behalf. You hereby ratify and approve all acts done by the Company as such attorney-in-fact. Without limiting the foregoing, you expressly acknowledge and agree that any transfer agent for the Common Stock of the Company is fully authorized and protected in relying on, and shall incur no liability in acting on, any documents, instruments, endorsements, instructions, orders or communications from the Company in connection with the forfeited Award Shares or the transfer thereof, and that any such transfer agent is a third party beneficiary of this Agreement.
Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain unvested Restricted Stock following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and/or a Subsidiary, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Awards of Restricted Stock, and may reflect distinctions based on the reasons for termination of employment or service.
Termination of Employment or Service. (a) Any unvested Stock Award shall be forfeited immediately when the Awardee ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program. Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board.
(b) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in full. The vested portion of the Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution.
(c) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, due to retirement in accordance with the Company’s local retirement policy or due to participation in the Company’s Workforce Management Program, the Stock Award shall immediately vest in full.
(d) In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor), the Stock Award shall vest in full immediately prior to the closing of the transaction. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities.
(e) Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.
Termination of Employment or Service. Upon the termination of the Executive’s employment or other service with the Company and its subsidiaries for any reason other than death or disability, the Executive’s right to receive Shares covered by this Agreement, to the extent not previously vested or terminated, will thereupon terminate and be canceled.
Termination of Employment or Service. Upon the termination of the Participant’s employment or other service with the Company, any unvested PSUs then covered by this Agreement shall be canceled and the Participant shall have no further rights with respect thereto.
Termination of Employment or Service. The Option shall terminate and shall no longer be exercisable ninety (90) days after the Optionee’s employment (or service as an officer or consultant) with the Company and any parent or subsidiary of the Company terminates, unless such termination of employment or service was caused by the Optionee’s death or Retirement (as defined in the Plan). The death or Retirement of the Optionee shall not affect the remaining term of the Option. Following a termination of employment or service (including due to death or Retirement), the Optionee (or the Optionee’s heirs or personal representatives if Optionee is deceased) may, during the remaining term of the Option, purchase any remaining Option Shares which could have been purchased on the date Optionee’s employment or service was terminated, but may not purchase any Option Shares which would otherwise have first become purchasable following such termination of employment or service.