Termination as a Service Provider. If the Employee terminates service as a Service Provider because of death or Disability prior to the date the RSUs would otherwise vest if the Employee had remained a Service Provider, such RSUs shall become vested upon such termination of service as a Service Provider because of such death or Disability. For purposes of this Agreement, “Disability” means when the Employee as a result of sickness or injury is unable to perform with reasonable continuity the substantial and material acts necessary to pursue the Employee’s usual occupation. Notwithstanding any contrary provision of this Agreement or the Notice of Grant, if the Employee terminates service as a Service Provider for any or no reason other than death or Disability prior to vesting, the unvested RSUs awarded by this Agreement will thereupon be forfeited at no cost to the Company. [For purposes of clarification, the preceding sentence does not override the accelerated vesting as set forth in the Company’s Change of Control and Leadership Change Severance Plan.] For purposes of the RSUs, the Service Provider’s service will be considered terminated as of the date that the Service Provider is no longer providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Service Provider’s right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any); the Company shall have the exclusive discretion to determine when the Service Provider is no longer providing services for purposes of the RSUs (including whether the Service Provider may still be considered to be providing services while on a leave of absence).
Termination as a Service Provider. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Performance Shares is accelerated in connection with the Participant’s termination as a Service Provider, such accelerated Performance Shares will not be payable by virtue of such acceleration until and unless the Participant has a “separation from service” within the meaning of Section 409A. Further, and notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Performance Shares is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Performance Shares will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated the Performance Shares will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless the Participant dies following his or her termination as a Service Provider, in which case, the Performance Shares will be paid in Shares to the Participant’s estate or properly designated beneficiary as soon as practicable following his or her death (and in all cases within ninety (90) days of Participant’s death).
Termination as a Service Provider. (i) Except as set forth in (ii) below and Section 2(c) below, if Participant ceases to be a Service Provider, any unvested Options shall immediately be forfeited by Participant without consideration and be cancelled.
Termination as a Service Provider. The following provisions replace Section 10(f) of the Terms and Conditions: For purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service agreement, if any) as of the date that is the earlier of (i) the date Participant’s employment or service relationship terminates, and (ii) the date Participant receives notice of termination of employment or other service
Termination as a Service Provider
