Common use of Effect of Termination of Service Clause in Contracts

Effect of Termination of Service. Unless otherwise provided in the Grant Notice or the Plan, in the event of termination of your service with the Company or any of its Affiliates for any reason (whether voluntarily or involuntarily), all your unvested PSUs will be cancelled and forfeited. Exceptions are made for termination of service due to death, Retirement, Disability or a Covered Termination, as follows: (a) If you are a Board-appointed officer either at the beginning of the performance period (or date of grant of this award, if later) or at the date of your termination, then the terms of the Plan apply to your PSUs. (b) If you are not a Board-appointed officer as described above, then: (i) If your termination is due to death or Disability, then the PSUs will be considered vested as if the target performance goals had been met as of the date of such termination; or (ii) If your termination is due to Retirement or a Covered Termination, then the PSUs will be considered vested as if the target performance goals had been met as of the date of such termination, but pro-rated based on the portion of the performance period during which you were employed. For purposes of the PSUs, your service will be considered terminated as of the date you cease active service with the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company in its sole discretion, your right to vest in the PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your 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 you provide services or the terms of your employment or service agreement, if any). The Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your PSU grant (including whether you may still be considered to be providing services while on a leave of absence).

Effect of Termination of Service. Unless otherwise provided in the Grant Notice or the Plan, in the event of termination of your service with the Company or any of its Affiliates for any reason (whether voluntarily or involuntarily), all the unvested portion of your unvested PSUs Option will be cancelled and forfeited. Exceptions are made for termination of service due to death, Retirement, Disability or a Covered Termination, in accordance with the terms of the Plan. Subject to earlier termination of the Option as follows: otherwise provided herein and unless otherwise provided in the Grant Notice or the Plan, the Option shall be exercisable after your termination of service (afor any reason except for Cause) with the Company or any of its Affiliate, to the extent vested, for up to 90 days after your termination date or, if earlier, the expiration of the Option. Exceptions are made for termination of service due to reasons of death, Retirement, Disability or a Covered Termination in accordance with the terms of the Plan. If you are a Board-appointed officer either your service with the Company or any of its Affiliates terminates for Cause, the Option (whether or not then vested) shall terminate in its entirety no later than your last day of service. In addition, if after your service terminates, the Company determines that it or an Affiliate could have terminated your service for Cause had all relevant facts been known at the beginning of the performance period (or date of grant of this award, if later) or at the date time of your termination, then the terms Company may terminate the Option (whether vested or unvested) immediately upon such determination, and you will be prohibited from exercising the Option thereafter. In such event, you will be notified of the Plan apply to your PSUs. (b) If you are not a Board-appointed officer as described above, then: (i) If your termination is due to death or Disability, then the PSUs will be considered vested as if the target performance goals had been met as of the date of such termination; or (ii) If your termination is due to Retirement or a Covered TerminationOption. Further, then the PSUs will be considered vested as if the target performance goals had been met as of the date of such termination, but pro-rated based on the portion of the performance period during which you were employed. For for purposes of the PSUsOption, your service will be considered terminated as of the date you cease active service with the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company in its sole discretion, (a) your right to vest in the PSUs Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your 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 you provide services or the terms of your employment or service agreement, if any). The ; and (b) the period (if any) during which you may exercise the Option after such termination of service will commence on the date you cease active service and will not be extended by any notice period mandated under employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any; the Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your PSU Option grant (including whether you may still be considered to be providing services while on a leave of absence).

Effect of Termination of Service. Unless otherwise provided in the Grant Notice or the Plan, in the event Participant must be an employee of termination of your service with the Company or any another eligible employer approved by the Company’s Compensation Committee (the “Committee”) of its Affiliates Board of Directors (each, an “Eligible Employer”) on the applicable vesting date to be entitled to the vesting of the Award on such date. If Participant ceases to be an employee of an Eligible Employer for any reason (whether voluntarily excluding retirement but including, without limitation, by reason of death or involuntarilydisability), all your unvested PSUs will be cancelled and forfeited. Exceptions are made for then the portion of the Award that has not vested as of the date of termination of service due to death, Retirement, Disability or a Covered Termination, as follows: (a) If you are a Board-appointed officer either at the beginning of the performance period (or date of grant of this award, if later) or at the date of your termination, then the terms of the Plan apply to your PSUs. (b) If you are not a Board-appointed officer as described above, then: (i) If your termination is due to death or Disability, then the PSUs will shall automatically be considered vested as if the target performance goals had been met forfeited and cancelled as of the date of such termination; or (ii) If your termination is due of service, unless the Committee waives this employment requirement or accelerates the vesting as permitted by the Plan. Effective for grants made on or after January 1, 2022, upon a Participant’s Retirement, as determined by the Committee, this Award will continue to Retirement or a Covered Termination, then vest and settle in accordance with the PSUs will be considered vested as if the target performance goals had been met as provisions of the date Notice of Grant subject to an agreement between the Participant and the Company for continuation of the Participant’s non-compete agreement for the remaining vesting period of the Award (the “Non-Compete Agreement”). In consideration of continued retirement vesting, the Participant (or other holder of such terminationAward) must, if requested by the Company, execute a release, in the form provided by the Company, releasing the Board, the Company, its Subsidiaries, and their respective equityholders, officers, directors, managers, employees, representatives, and agents from any and all claims and causes of action of any kind or character the Participant (or holder) may have, but proexcluding all vested benefits the Participant may have under any employee benefit plan that is subject to ERISA. Such release must be executed no later than 21 or 45 days (whichever is provided in the form of release) following the date the release is provided to the Participant (or other holder) and must have become irrevocable to entitle the Participant (or other holder) to any payment. Whether or not a release is timely executed or becomes irrevocable, this Award will automatically be forfeited, terminate and be null and void in the event the Participant violates the Non-rated based on Compete Agreement, as determined by the portion of the performance period during which you were employedCommittee in its discretion. For purposes of the PSUs, your service will be considered terminated as of the date you cease active service with the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), this Award Agreement and unless otherwise expressly provided in this Award Agreement or determined by the Company in its sole discretionCommittee, your right to vest in “Retirement” means a termination of employment on or after the PSUs under date the PlanParticipant (a) has attained age 60, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period b) performed ten years of service would not include any contractual for the Company, and (c) has provided at least six months’ notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any). The Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your PSU grant (including whether you may still be considered to be providing services while on a leave of absence)retirement.

Effect of Termination of Service. Unless otherwise provided in the Grant Notice or the Plan, in the event of termination of your service with the Company or any of its Affiliates for any reason (whether voluntarily or involuntarily), all your unvested PSUs will be cancelled 667584 4829-6143-0363.1 and forfeited. Exceptions are made for termination of service due to death, Retirement, Disability or a Covered Termination, as follows: (a) If you are a Board-appointed officer either at the beginning of the performance period (or date of grant of this award, if later) or at the date of your termination, then the terms of the Plan apply to your PSUs. (b) If you are not a Board-appointed officer as described above, then: (i) If your termination is due to death or Disability, then the PSUs will be considered vested as if the target performance goals had been met as of the date of such termination; or (ii) If your termination is due to Retirement or a Covered Termination, then the PSUs will be considered vested as if the target performance goals had been met as of the date of such termination, but pro-rated based on the portion of the performance period during which you were employed. For purposes of the PSUs, your service will be considered terminated as of the date you cease active service with the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company in its sole discretion, your right to vest in the PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your 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 you provide services or the terms of your employment or service agreement, if any). The Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your PSU grant (including whether you may still be considered to be providing services while on a leave of absence).

Effect of Termination of Service. Unless otherwise provided in the Grant Notice or the Plan, in the event of termination of your service with the Company or any of its Affiliates for any reason (whether voluntarily or involuntarily), all your unvested PSUs will be cancelled and forfeited. Exceptions are made for termination of service due to death, Retirement, Disability or a Covered Termination, as follows: (a) If you are your Termination of Service is due to your death at a Board-appointed officer either at the beginning of the performance period (or date of grant of time when this awardaward is not fully vested, if later) or at then this award will become fully vested on the date of death. Upon your terminationdeath, then the terms Awarded Shares to be distributed will be distributed to the personal representative of the Plan apply to your PSUsestate. (b) If you are become permanently disabled and, by reason thereof your Termination of Service occurs at any time when this award is not a Board-appointed officer as described above, then: (i) If your termination is due to death or Disabilityfully vested, then the PSUs this award will be considered become fully vested as if the target performance goals had been met as of the date of such termination; oryour Termination of Service. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiaries. (iic) [If you retire at or after age fifty-five (55) and the sum of your termination age on the date of retirement plus years of full-time employment with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time when this award is due to Retirement or a Covered Terminationnot fully vested, then the PSUs this award will be considered become fully vested as if the target performance goals had been met as of the date of such terminationRetirement.]1 (d) Should (i) your Termination of Service occur for any reason other than as provided in Subsection (a), (b) or (c) above (including, but pro-rated based on not limited to, for any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment agreement with the portion Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or (ii) you make or attempt to make any unauthorized use or disclosure of the performance period during which you were employed. For purposes confidential information or trade secrets of the PSUs, your service will be considered terminated as of the date you cease active service with the Company or its Subsidiaries, then in any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and unless otherwise expressly provided in event this Award Agreement or determined by the Company in its sole discretion, your right award will cease to vest in and the PSUs under unvested portion hereof shall be forfeited immediately upon the Plan, if any, will terminate as date of such date and will not be extended by any notice period (e.g., your period Termination of service would not include any contractual notice period Service or any period such unauthorized use or disclosure of “garden leave” confidential or similar period mandated under employment laws in the jurisdiction where you provide services secret information or the terms of your employment or service agreement, if any). The Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your PSU grant (including whether you may still be considered to be providing services while on a leave of absence)attempt thereat.

Effect of Termination of Service. Unless Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided in the Grant Notice or the Plan, in the event of Option shall be exercisable after your termination of service (for any reason except for Cause) with the Company or any of its Affiliate, for up to 90 days after your termination date or, if earlier, the expiration of the Option. Exceptions are made for termination of service due to reasons of death, Retirement, Disability or a Covered Termination in accordance with the terms of the Plan. If your service with the Company or any of its Affiliates terminates for any reason Cause, the Option (whether voluntarily or involuntarily)not then vested) shall terminate in its entirety no later than your last day of service. In addition, if after your service terminates, the Company determines that it or an Affiliate could have terminated your service for Cause had all your unvested PSUs will be cancelled and forfeited. Exceptions are made for termination of service due to death, Retirement, Disability or a Covered Termination, as follows: (a) If you are a Board-appointed officer either relevant facts been known at the beginning of the performance period (or date of grant of this award, if later) or at the date time of your termination, then the terms Company may terminate the Option (whether vested or unvested) immediately upon such determination, and you will be prohibited from exercising the Option thereafter. In such event, you will be notified of the Plan apply to your PSUs. (b) If you are not a Board-appointed officer as described above, then: (i) If your termination is due to death or Disability, then the PSUs will be considered vested as if the target performance goals had been met as of the date of such termination; or (ii) If your termination is due to Retirement or a Covered TerminationOption. Further, then the PSUs will be considered vested as if the target performance goals had been met as of the date of such termination, but pro-rated based on the portion of the performance period during which you were employed. For for purposes of the PSUsOption, your service will be considered terminated as of the date you cease active service with the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company in its sole discretion, (a) your right to vest in the PSUs Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your 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 you provide 4811-3697-4171.2 services or the terms of your employment or service agreement, if any). The ; and (b) the period (if any) during which you may exercise the Option after such termination of service will commence on the date you cease active service and will not be extended by any notice period mandated under employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any; the Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your PSU Option grant (including whether you may still be considered to be providing services while on a leave of absence).

Effect of Termination of Service. Unless otherwise provided in the Grant Notice or the Plan, in the event a. If your Termination of termination of your service with the Company or any of its Affiliates for any reason (whether voluntarily or involuntarily), all your unvested PSUs will be cancelled and forfeited. Exceptions are made for termination of service Service is due to deathyour death at a time when this award is not fully vested, Retirement, Disability or a Covered Termination, as follows: (a) If you are a Board-appointed officer either at the beginning of the performance period (or date of grant of then this award, if later) or at award will become fully vested on the date of death. Upon your terminationdeath, the Awarded Shares to be distributed will be distributed to the personal representative of your estate. b. If you become permanently disabled and, by reason thereof your Termination of Service occurs at any time when this award is not fully vested, then the terms of the Plan apply to your PSUs. (b) If you are not a Board-appointed officer as described above, then: (i) If your termination is due to death or Disability, then the PSUs this award will be considered become fully vested as if the target performance goals had been met as of the date of such termination; oryour Termination of Service. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiaries. c. [If you retire at or after age fifty-five (ii55) If and the sum of your termination age on the date of retirement plus years of full-time employment with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any time when this award is due to Retirement or a Covered Terminationnot fully vested, then the PSUs this award will be considered become fully vested as if the target performance goals had been met as of the date of such terminationRetirement.]1 d. Should (i) your Termination of Service occur for any reason other than as provided in Subsection (a), (b) or (c) above (including, but pro-rated based on not limited to, for any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment agreement with the portion Company, termination thereunder “for cause” (or any similar concept) as provided in such agreement), or (ii) you make or attempt to make any unauthorized use or disclosure of the performance period during which you were employed. For purposes confidential information or trade secrets of the PSUs, your service will be considered terminated as of the date you cease active service with the Company or its Subsidiaries, then in any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and unless otherwise expressly provided in event this Award Agreement or determined by the Company in its sole discretion, your right award will cease to vest in and the PSUs under unvested portion hereof shall be forfeited immediately upon the Plan, if any, will terminate as date of such date and will not be extended by any notice period (e.g., your period Termination of service would not include any contractual notice period Service or any period such unauthorized use or disclosure of “garden leave” confidential or similar period mandated under employment laws in the jurisdiction where you provide services secret information or the terms of your employment or service agreement, if any). The Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your PSU grant (including whether you may still be considered to be providing services while on a leave of absence)attempt thereat.