Termination of Continuous Employment Sample Clauses

Termination of Continuous Employment. Except as otherwise expressly provided in this Agreement, if Participant’s continuous Employment terminates for any reason at any time before all of Participant’s PSUs have vested, Participant’s unvested PSUs shall automatically be forfeited upon termination of continuous Employment and neither the Company nor any Affiliate shall have any further obligations to Participant under this Agreement. Notwithstanding the foregoing, if Participant’s continuous Employment terminates by reason of Participant’s death or disability, the Administrator may, in its sole discretion, accelerate the vesting of some or all of the unvested PSUs held by Participant.
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Termination of Continuous Employment. Notwithstanding any other provision of this Agreement to the contrary, if the Participant is an employee of the Company or one of its subsidiaries or affiliates, and if the Participant’s continuous employment with the Company terminates for any reason (or no reason), other than the Participant’s death or Disability (as defined in the Plan), any Restricted Units that are subject to the Period of Restriction on the date of the Participant’s termination shall be immediately forfeited by the Participant and shall be automatically transferred to and reacquired by the Company at no cost to the Company, and neither the Participant nor his or her heirs, executors, administrators or successors shall have any right or interest in such Restricted Units or the underlying Common Shares. In the event of the Participant’s death or Disability, any Restricted Units that are subject to the Period of Restriction on the date of death or Disability shall immediately vest and the Participant or his or her heirs, executors, administrators or successors shall have the right and interest in such Restricted Units.
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Termination of Continuous Employment. (a) If the Participant’s Continuous Employment with the Company terminates prior to the end of the Performance Period for any reason other than provided in Section 5(b) below, the Performance Shares (and all dividend equivalents) subject to this Agreement shall be immediately forfeited without further consideration to the Participant. (i) If the Participant’s Continuous Employment with the Company terminates prior to the end of the Performance Period by reason of death, then (to the extent such Performance Shares have not previously been forfeited) the Performance Shares shall be deemed earned upon death at the target performance levels, without proration, and shall be settled within 2-1/2 months following the Participant’s date of death. Any portion of such Performance Shares that are not so earned shall be forfeited upon the date the Participant’s Continuous Employment so terminates. (ii) If the Participant’s Continuous Employment with the Company terminates prior to the end of the Performance Period by reason of Normal Retirement that does not result in Transition Director Service, or by reason of the termination of Transition Director Service, in either case (A) before the second anniversary of the Date of Grant, then the Performance Shares (and all dividend equivalents) subject to this Agreement shall be immediately forfeited without further consideration to the Participant, or (B) on or after the second anniversary of the Date of Grant, then (to the extent such Performance Shares have not previously been forfeited) the Participant shall remain eligible to earn a pro rata portion of the Performance Shares at the performance level for such Performance Shares as ultimately certified by the Committee to the same extent that the Performance Shares would otherwise have been earned had the Participant remained in Continuous Employment through the end of the Performance Period, with such pro rata portion of the Performance Shares determined as described in Section 5(b)(v) below. Such pro rata portion shall be deemed to be earned at the end of the Performance Period and shall be settled as described in Section 4(a). Any portion of such Performance Shares that are not so earned shall be forfeited upon the date the Participant’s Continuous Employment so terminates. (iii) If the Participant’s Continuous Employment with the Company terminates prior to the end of the Performance Period by reason of the Participant’s involuntary termination of employment by the Com...
Sample 1
Termination of Continuous Employment. (i) Subject to Section 3(d) below, in the event of the termination of the Participant’s continuous employment with the Company or an Affiliate for any reason other than death, disability or Retirement (as defined below) prior to the end of the Performance Period, the RSUs and the Participant’s right to receive any Earned Shares pursuant to this Agreement shall be forfeited as of the date of such termination without payment of any consideration. (ii) In the event of the termination of the Participant’s continuous employment with the Company or an Affiliate as a result of the Participant’s death, disability or Retirement prior to the last day of a Measurement Period, the Participant will be issued a pro rata portion of the Earned Shares otherwise issuable pursuant to Section 3 hereof, with such pro rata portion calculated by multiplying the number of Earned Shares that would have been issued had the Participant’s employment not terminated during the Measurement Period by a fraction, the numerator of which equals the number of days that the Participant was employed during the Measurement Period and the denominator of which equals the total number of days in the Measurement Period. The Company shall issue the pro rata portion of the Earned Shares in accordance with the timing specified in Section 3(b) above.
Sample 1
Termination of Continuous Employment. The Participant’s right in any RSUs that are not vested as of the date on which the Participant’s Continuous Employment has ceased shall automatically terminate on such date, and such RSUs shall be canceled as provided under the General Terms and shall be of no further force and effect. In the event of termination of Continuous Employment, the Company, as soon as practicable following the effective date of termination, shall issue shares of Common Stock to the Participant (or the Participant’s designated beneficiary or estate executor in the event of Participant’s death) with respect to any RSUs which, as of the effective date of termination of Continuous Employment, have vested but for which shares of Common Stock had not yet been issued to the Participant.
Sample 1
Termination of Continuous Employment. (i) Subject to Section 3(c) below, in the event of the termination of the Participant’s continuous employment with the Company or an Affiliate for any reason other than death, disability or Retirement (as defined below) prior to the third anniversary of the Grant Date, any RSUs held by the Participant that have not vested as of the date of such termination shall be forfeited without payment of any consideration. (ii) In the event of the termination of the Participant’s continuous employment with the Company or an Affiliate as a result of the Participant’s death, disability or Retirement prior to the third anniversary of the Grant Date, the Participant will become vested in a pro rata portion of the unvested RSUs, with such pro rata portion calculated by multiplying the number of RSUs that would have vested on the next vesting date had the Participant’s employment not terminated prior to such vesting date by a fraction, the numerator of which equals the number of days that the Participant was employed since the prior vesting date and the denominator of which shall be 365. The Company shall issue the pro rata portion of the vested RSUs in accordance with the timing specified in Section 3(d) below.
Sample 1
Termination of Continuous Employment. (i) Subject to Section 3(d) below, in the event of the termination of the Participant’s continuous employment with the Company or an Affiliate for any reason other than death, disability (as defined and determined in the sole discretion of the Committee) or Retirement (as defined below) prior to the end of the Performance Period, the RSUs and the Participant’s right to receive any Earned Shares pursuant to this Agreement shall be forfeited as of the date of such termination without payment of any consideration. (ii) In the event of the termination of the Participant’s continuous employment with the Company or an Affiliate as a result of the Participant’s death, disability (as defined and determined in the sole discretion of the Committee) or Retirement prior to the last day of the Performance Period, the Award shall be payable at the Target Award level, less the number of shares eligible to be earned for any completed Measurement Periods, with such resulting amount deemed to be the Earned Shares. The Company shall issue such Earned Shares in accordance with the timing specified in Section 3(b) above.
Sample 1
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Termination of Continuous Employment. (i) Subject to Section 3(c) below, in the event of the termination of the Participant’s continuous employment with the Company or an Affiliate for any reason other than death, disability (as defined and determined in the sole discretion of the Committee) or Retirement (as defined below) prior to the third anniversary of the Grant Date, any RSUs held by the Participant that have not vested as of the date of such termination shall be forfeited without payment of any consideration. (ii) In the event of the termination of the Participant’s continuous employment with the Company or an Affiliate as a result of the Participant’s death, disability (as defined and determined in the sole discretion of the Committee) or Retirement prior to the third anniversary of the Grant Date, any unvested RSUs held by the Participant shall vest in full. The Company shall issue the vested RSUs in accordance with the timing specified in Section 3(d) below.
Sample 1
Termination of Continuous Employment. The Grantee’s right in any RSUs that are not vested as of the date on which the Grantee’s Continuous Employment has ceased shall automatically terminate on such date, and such RSUs shall be canceled and shall be of no further force and effect. In the event of termination of Continuous Employment, the Company, as soon as practicable following the effective date of termination, shall issue shares of Common Stock to the Grantee (or the Grantee’s designated beneficiary or estate executor in the event of Grantee’s death) with respect to any RSUs which, as of the effective date of termination of Continuous Employment, have vested but for which shares of Common Stock had not yet been issued to the Grantee.
Sample 1

Related to Termination of Continuous Employment

  • Termination of Continuous Service Except as otherwise provided in this Section 3, the unvested portion of the award shall be forfeited as of the date (the “Termination Date”) that the Grantee actually ceases to provide services to the Company or any Affiliate in any capacity of Employee, Director or Consultant (irrespective of whether the Grantee continues to receive severance or any other continuation payments or benefits after such date) (such cessation of the provision of services by Grantee being referred to as “Service Termination”). A Service Termination shall not occur and Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Subsidiary or Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Subsidiary or Affiliate in any capacity of Employee, Director or Consultant.

  • Continuous Employment For purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of (a) the transfer of the Grantee’s employment among the Company and its Subsidiaries or (b) an approved leave of absence.

  • Calculation of Continuous Service In determining the period of continuous service of employees on the active payroll for the purpose of vacation entitlement and Article

  • Period of Continuous Service Period of Notice Up to 1 Year 1 Week More than 1 Year but less than 3 Years 2 Weeks More than 3 Years but less than 5 Years 3 Weeks More than 5 Years 4 Weeks

  • Continuous Service The Parties shall continue providing services to each other during the pendency of any dispute resolution procedure, and the Parties shall continue to perform their obligations (including making payments in accordance with Article IV, Section 4) in accordance with this Agreement.

  • Previous Employment PROVIDER acknowledges and understands that Section 2252.901, Texas Government Code, prohibits A&M System from using state appropriated funds to enter into any employment contract, consulting contract, or professional services contract with any individual who has been previously employed, as an employee, by the agency within the past twelve (12) months. If PROVIDER is an individual, by signing this Agreement, PROVIDER certifies that Section 2252.901, Texas Government Code, does not prohibit the use of state appropriated funds for satisfying the payment obligations herein.

  • Termination of Executives Employment Termination of Executive's Employment means that (i) the Company has terminated Executive's employment with the Company (including any subsidiary of the Company) other than for Cause (as defined in Section 5.2), death or Disability (as defined in Section 5.3), or (ii) Executive, by written notice to the Company, has terminated his employment with the Company (including any subsidiary of the Company) for Good Reason (as defined below). For purposes of this Agreement, "Good Reason" means:

  • TERMINATION FOR DISABILITY OR DEATH (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

  • Termination for Death or Disability If the Employee's employment is terminated by death or because of disability pursuant to Section 4.3, the Company shall pay to the estate of the Employee or to the Employee, as the case may be, all sums which would otherwise be payable to the Employee under Section 3 up to the end of the month in which the termination of his employment because of death or disability occurs.

  • Termination of Service (a) If, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

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