Common use of Accelerated Vesting; Termination Clause in Contracts

Accelerated Vesting; Termination. (i) Except as otherwise provided in this Section 2(d), all of the SARs shall terminate at 5:00 p.m., Eastern time, on the Expiration Date set forth on the cover page of this Agreement, unless earlier terminated under subsection (iii) below. (ii) In the event of the Participant’s Termination of Service at any time due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason, the following number of unvested SARs, shall become vested and exercisable, and all restrictions thereon shall lapse, on the Termination Date as follows: (A) 7,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2015; (B) 6,500 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2016; and (C) 6,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2017. All other SARs that have previously vested and become exercisable prior to the Termination Date shall continue to be vested and exercisable. All SARs that have not either previously vested and become exercisable or vested and become exercisable pursuant to this clause (d)(ii) shall terminate simultaneously with the Termination of Service on the Termination Date and shall automatically be forfeited to the Company without consideration. For purposes of this Agreement, Cause, Disability, Termination Upon Death, Termination For Disability, Termination Without Cause, Resignation For Good Reason and Termination Date shall have the respective meanings set forth in the Employment Agreement, dated as of July 14, 2014, by and between the Participant and the Company. (iii) In the event of the Participant’s Termination of Service at any time under circumstances not described in Section 2(d)(ii), all of the SARs shall terminate simultaneously with the Termination of Service on the Termination Date, including to the extent that the SARs are otherwise vested and exercisable as of the Termination Date, and shall automatically be forfeited to the Company without consideration, and, if otherwise vested and exercisable, shall cease to be exercisable. For clarity, in no event shall any SAR be exercisable after the Expiration Date set forth on the cover page of this Agreement.

Accelerated Vesting; Termination. (i) Except as otherwise provided in this Section 2(d), all of the SARs shall terminate at 5:00 p.m., Eastern time, on the Expiration Date set forth on the cover page of this Agreement, unless earlier terminated under subsection subsections (ii) or (iii) below. (ii) In the event of the Participant’s Termination of Service at any time due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason, 100% of the following number of unvested SARs, SARs granted under this Agreement shall become vested and exercisable, and all restrictions thereon shall lapse, on the Termination Date as follows: (A) 7,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2015; (B) 6,500 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2016; and (C) 6,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2017. All other SARs that have previously vested and become exercisable prior to the Termination Date shall continue to be vested and exercisable. All SARs exercisable until 5:00 p.m., Eastern time, on the date that have not either previously vested and become exercisable or vested and become exercisable pursuant to this clause (d)(ii) shall terminate simultaneously with the Termination of Service on is one year after the Termination Date and at such time any unexercised SARs shall terminate, cease to be exercisable and by automatically be forfeited to the Company without consideration. For purposes of this Agreement, Cause, Disability, Termination Upon Death, Termination For Disability, Termination Without Cause, Resignation For Good Reason and Termination Date shall have the respective meanings set forth in the Employment Agreement, dated as of July 14September , 20142015, by and between the Participant and the Company. (iii) In the event of the Participant’s Termination of Service at any time under circumstances not described in Section 2(d)(ii), all of the SARs shall terminate simultaneously with the Termination of Service on the Termination Date, including to the extent that the SARs are otherwise vested and exercisable as of the Termination Date, and shall automatically be forfeited to the Company without consideration, and, if otherwise vested and exercisable, shall cease to be exercisable. For clarity, in no event shall any SAR be exercisable after the Expiration Date set forth on the cover page of this Agreement.

Accelerated Vesting; Termination. (i) Except as otherwise provided in this Section 2(d), all of the SARs shall terminate at 5:00 p.m., Eastern time, on the Expiration Date set forth on the cover page of this Agreement, unless earlier terminated under subsection subsections (ii) or (iii) below. (ii) In the event of the Participant’s Termination of Service at any time due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason, 100% of the following number of unvested SARs, SARs granted under this Agreement shall become vested and exercisable, and all restrictions thereon shall lapse, on the Termination Date as follows: (A) 7,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2015; (B) 6,500 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2016; and (C) 6,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2017. All other SARs that have previously vested and become exercisable prior to the Termination Date shall continue to be vested and exercisable. All SARs exercisable until 5:00 p.m., Eastern time, on the date that have not either previously vested and become exercisable or vested and become exercisable pursuant to this clause (d)(ii) shall terminate simultaneously with the Termination of Service on is one year after the Termination Date and at such time any unexercised SARs shall terminate, cease to be exercisable and by automatically be forfeited to the Company without consideration. For purposes of this Agreement, Cause, Disability, Termination Upon Death, Termination For Disability, Termination Without Cause, Resignation For Good Reason and Termination Date shall have the respective meanings set forth in the Employment Agreement, dated as of July 14June 8, 20142015, by and between the Participant and the Company. (iii) In the event of the Participant’s Termination of Service at any time under circumstances not described in Section 2(d)(ii), all of the SARs shall terminate simultaneously with the Termination of Service on the Termination Date, including to the extent that the SARs are otherwise vested and exercisable as of the Termination Date, and shall automatically be forfeited to the Company without consideration, and, if otherwise vested and exercisable, shall cease to be exercisable. For clarity, in no event shall any SAR be exercisable after the Expiration Date set forth on the cover page of this Agreement.

Accelerated Vesting; Termination. (i) Except as otherwise provided in this Section 2(d), all of the SARs shall terminate at 5:00 p.m., Eastern time, on the Expiration Date set forth on the cover page of this Agreement, unless earlier terminated under subsection subsections (ii) or (iii) below. (ii) In the event of the Participant’s Termination of Service at any time due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason, 100% of the following number of unvested SARs, SARs granted under this Agreement shall become vested and exercisable, and all restrictions thereon shall lapse, on the Termination Date as follows: (A) 7,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2015; (B) 6,500 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2016; and (C) 6,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2017. All other SARs that have previously vested and become exercisable prior to the Termination Date shall continue to be vested and exercisable. All SARs exercisable until 5:00 p.m., Eastern time, on the date that have not either previously vested and become exercisable or vested and become exercisable pursuant to this clause (d)(ii) shall terminate simultaneously with the Termination of Service on is one year after the Termination Date and at such time any unexercised SARs shall terminate, cease to be exercisable and by automatically be forfeited to the Company without consideration. For purposes of this Agreement, Cause, Disability, Termination Upon Death, Termination For Disability, Termination Without Cause, Resignation For Good Reason and Termination Date shall have the respective meanings set forth in the Employment Agreement, dated as of July 14, 2014, by and between the Participant and the Company, as the same has been or may be further amended and/or restated by the parties from time to time. (iii) In the event of the Participant’s Termination of Service at any time under circumstances not described in Section 2(d)(ii), all of the SARs shall terminate simultaneously with the Termination of Service on the Termination Date, including to the extent that the SARs are otherwise vested and exercisable as of the Termination Date, and shall automatically be forfeited to the Company without consideration, and, if otherwise vested and exercisable, shall cease to be exercisable. For clarity, in no event shall any SAR be exercisable after the Expiration Date set forth on the cover page of this Agreement.

Accelerated Vesting; Termination. (i) Except as otherwise provided in this Section 2(d), all of the SARs shall terminate at 5:00 p.m., Eastern time, on the Expiration Date set forth on the cover page of this Agreement, unless earlier terminated under subsection subsections (ii) or (iii) below. (ii) In the event of the Participant’s Termination of Service at any time due to Termination Upon Death, Death or Termination For Disability, Termination Without Cause or Resignation For Good Reason, 100% of the following number of unvested SARs, SARs granted under this Agreement shall become vested and exercisable, and all restrictions thereon shall lapse, on the Termination Date as follows: (A) 7,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2015; (B) 6,500 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2016; and (C) 6,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2017. All other SARs that have previously vested and become exercisable prior to the Termination Date shall continue to be vested and exercisable. All SARs exercisable until 5:00 p.m., Eastern time, on the date that have not either previously vested and become exercisable or vested and become exercisable pursuant to this clause is ninety (d)(ii90) shall terminate simultaneously with the Termination of Service on days after the Termination Date and at such time any unexercised SARs shall terminate, cease to be exercisable and by automatically be forfeited to the Company without consideration. For purposes of this Agreement, Cause, Disability, Termination Upon Death, Death and Termination For Disability, Termination Without Cause, Resignation For Good Reason and Termination Date Disability shall have the respective meanings set forth in the Employment Agreement, dated as of July 14_________, 20142019, by and between the Participant and the Company. (iii) In the event of the Participant’s Termination of Service at any time under circumstances not described in Section 2(d)(ii), all of the SARs shall terminate simultaneously with the Termination of Service on the Termination Date, including to the extent that the SARs are otherwise vested and exercisable as of the Termination Date, and shall automatically be forfeited to the Company without consideration, and, if otherwise vested and exercisable, shall cease to be exercisable. For clarity, in no event shall any SAR be exercisable after the Expiration Date set forth on the cover page of this Agreement.

Accelerated Vesting; Termination. (i) Except as otherwise provided in this Section 2(d), all of the SARs shall terminate at 5:00 p.m., Eastern time, on the Expiration Date set forth on the cover page of this Agreement, unless earlier terminated under subsection subsections (ii) or (iii) below. (ii) In the event of the Participant’s Termination of Service at any time due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason, 100% of the following number of unvested SARs, SARs granted under this Agreement shall become vested and exercisable, and all restrictions thereon shall lapse, on the Termination Date as follows: (A) 7,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2015; (B) 6,500 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2016; and (C) 6,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2017. All other SARs that have previously vested and become exercisable prior to the Termination Date shall continue to be vested and exercisable. All SARs exercisable until 5:00 p.m., Eastern time, on the date that have not either previously vested and become exercisable or vested and become exercisable pursuant to this clause (d)(ii) shall terminate simultaneously with the Termination of Service on is one year after the Termination Date and at such time any unexercised SARs shall terminate, cease to be exercisable and by automatically be forfeited to the Company without consideration. For purposes of this Agreement, Cause, Disability, Termination Upon Death, Termination For Disability, Termination Without Cause, Resignation For Good Reason and Termination Date shall have the respective meanings set forth in the Employment Agreement, dated as of July 14September 2, 2014, by and between the Participant and the Company. (iii) In the event of the Participant’s Termination of Service at any time under circumstances not described in Section 2(d)(ii), all of the SARs shall terminate simultaneously with the Termination of Service on the Termination Date, including to the extent that the SARs are otherwise vested and exercisable as of the Termination Date, and shall automatically be forfeited to the Company without consideration, and, if otherwise vested and exercisable, shall cease to be exercisable. For clarity, in no event shall any SAR be exercisable after the Expiration Date set forth on the cover page of this Agreement.

Accelerated Vesting; Termination. (i) Except as otherwise provided in this Section 2(d), all of the SARs shall terminate at 5:00 p.m., Eastern time, on the Expiration Date set forth on the cover page of this Agreement, unless earlier terminated under subsection subsections (ii) or (iii) below. (ii) In the event of the Participant’s Termination of Service at any time due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason, 100% of the following number of unvested SARs, SARs granted under this Agreement shall become vested and exercisable, and all restrictions thereon shall lapse, on the Termination Date as follows: (A) 7,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2015; (B) 6,500 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2016; and (C) 6,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2017. All other SARs that have previously vested and become exercisable prior to the Termination Date shall continue to be vested and exercisable. All SARs exercisable until 5:00 p.m., Eastern time, on the date that have not either previously vested and become exercisable or vested and become exercisable pursuant to this clause (d)(ii) shall terminate simultaneously with the Termination of Service on is one year after the Termination Date and at such time any unexercised SARs shall terminate, cease to be exercisable and by automatically be forfeited to the Company without consideration. For purposes of this Agreement, Cause, Disability, Termination Upon Death, Termination For Disability, Termination Without Cause, Resignation For Good Reason and Termination Date shall have the respective meanings set forth in the Employment Agreement, dated as of July 1428, 20142015, as amended on July [____], 2016, by and between the Participant and the Company. (iii) In the event of the Participant’s Termination of Service at any time under circumstances not described in Section 2(d)(ii), all of the SARs shall terminate simultaneously with the Termination of Service on the Termination Date, including to the extent that the SARs are otherwise vested and exercisable as of the Termination Date, and shall automatically be forfeited to the Company without consideration, and, if otherwise vested and exercisable, shall cease to be exercisable. For clarity, in no event shall any SAR be exercisable after the Expiration Date set forth on the cover page of this Agreement.

Accelerated Vesting; Termination. (i) Except as otherwise provided in this Section 2(d), all of the SARs shall terminate at 5:00 p.m., Eastern time, on the Expiration Date set forth on the cover page of this Agreement, unless earlier terminated under subsection subsections (ii) or (iii) below. (ii) In the event of the Participant’s Termination of Service at any time due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason, 100% of the following number of unvested SARs, SARs granted under this Agreement shall become vested and exercisable, and all restrictions thereon shall lapse, on the Termination Date as follows: (A) 7,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2015; (B) 6,500 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2016; and (C) 6,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2017. All other SARs that have previously vested and become exercisable prior to the Termination Date shall continue to be vested and exercisable. All SARs exercisable until 5:00 p.m., Eastern time, on the date that have not either previously vested and become exercisable or vested and become exercisable pursuant to this clause (d)(ii) shall terminate simultaneously with the Termination of Service on is one year after the Termination Date and at such time any unexercised SARs shall terminate, cease to be exercisable and by automatically be forfeited to the Company without consideration. For purposes of this Agreement, Cause, Disability, Termination Upon Death, Termination For Disability, Termination Without Cause, Resignation For Good Reason and Termination Date shall have the respective meanings set forth in the Employment Agreement, dated as of July 14[__________], 20142016, by and between the Participant and the Company. (iii) In the event of the Participant’s Termination of Service at any time under circumstances not described in Section 2(d)(ii), all of the SARs shall terminate simultaneously with the Termination of Service on the Termination Date, including to the extent that the SARs are otherwise vested and exercisable as of the Termination Date, and shall automatically be forfeited to the Company without consideration, and, if otherwise vested and exercisable, shall cease to be exercisable. For clarity, in no event shall any SAR be exercisable after the Expiration Date set forth on the cover page of this Agreement.

Accelerated Vesting; Termination. (i) Except as otherwise provided in this Section 2(d), all of the SARs shall terminate at 5:00 p.m., Eastern time, on the Expiration Date set forth on the cover page of this Agreement, unless earlier terminated under subsection subsections (ii) or (iii) below. (ii) In the event of the Participant’s Termination of Service at any time due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason, 100% of the following number of unvested SARs, SARs granted under this Agreement shall become vested and exercisable, and all restrictions thereon shall lapse, on the Termination Date as follows: (A) 7,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2015; (B) 6,500 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2016; and (C) 6,000 SARs if Participant’s Termination of Service due to Termination Upon Death, Termination For Disability, Termination Without Cause or Resignation For Good Reason occurs prior to July 14, 2017. All other SARs that have previously vested and become exercisable prior to the Termination Date shall continue to be vested and exercisable. All SARs exercisable until 5:00 p.m., Eastern time, on the date that have not either previously vested and become exercisable or vested and become exercisable pursuant to this clause (d)(ii) shall terminate simultaneously with the Termination of Service on is one year after the Termination Date and at such time any unexercised SARs shall terminate, cease to be exercisable and by automatically be forfeited to the Company without consideration. For purposes of this Agreement, Cause, Disability, Termination Upon Death, Termination For Disability, Termination Without Cause, Resignation For Good Reason and Termination Date shall have the respective meanings set forth in the Employment Agreement, dated February 13, 2013, as modified by the First Amendment to Employment Agreement, dated as of July 14November 9, 20142015, by and between the Participant and the Company. (iii) In the event of the Participant’s Termination of Service at any time under circumstances not described in Section 2(d)(ii), all of the SARs shall terminate simultaneously with the Termination of Service on the Termination Date, including to the extent that the SARs are otherwise vested and exercisable as of the Termination Date, and shall automatically be forfeited to the Company without consideration, and, if otherwise vested and exercisable, shall cease to be exercisable. For clarity, in no event shall any SAR be exercisable after the Expiration Date set forth on the cover page of this Agreement.