Termination of Employment other than for Cause. (a) If the employment of the Participant shall terminate for any reason other than Cause, this Option, to the extent (if any) it is not yet exercisable, shall terminate immediately and be forfeited to the Company; provided, however, that if the employment of the Participant shall terminate by reason of death, Disability or Normal Retirement (as defined below) and provided further that this Option has been held by the Participant for at least six (6) months from the date of grant at the time of such termination, this Option, to the extent it is not yet exercisable, shall immediately vest and remain exercisable until the earlier to occur of one (1) year from the date of termination or the scheduled expiration date of this Option; and provided further that the Committee, in its sole discretion, shall have the right to immediately vest, upon any other termination without Cause, all or any portion of this Option, subject to such terms as the Committee, in its sole discretion, deems appropriate, provided that the maximum exercise period which may be permitted upon any such acceleration of vesting shall be up to but not beyond the scheduled expiration date of this Option.
(b) To the extent that this Option is exercisable as of the effective date of a termination other than for Cause, this Option may be exercised by the Participant within the period beginning on the effective date of termination and ending on the earlier to occur of the scheduled expiration date of the Option or: (i) one year following the effective date of termination in the case of termination by reason of death, Disability or Retirement, and (ii) three months following such date in the case of termination for any other reason (other than for Cause).
(c) As used herein, “Normal Retirement” shall mean Retirement at or after the Participant’s Normal Retirement Age under the Company’s tax-qualified retirement plan.
Termination of Employment other than for Cause. In the event that the employment relationship of Participant with the Company is or was terminated for any reason, whether voluntarily or involuntarily, other than by the Company for “Cause”:
(a) The Company shall have the option to purchase all, but not less than all, of the Participant’s Vested Shares upon the terms set forth in Article III hereof at the purchase price determined pursuant to Article IV hereof. The Company must exercise this option, if at all, in writing within ninety (90) days after the effective date of Participant’s termination of employment with the Company.
(b) The purchase and sale of the Participant’s Vested Shares shall be completed at a closing to be held within ninety (90) days from the effective date of Participant’s termination of employment with the Company.
(c) In the event that the Company does not timely exercise the right and option provided in Subsection (a) above, the Participant or his Legal Representative shall continue to own the Vested Shares and the provisions and restrictions of this Agreement shall continue to apply to such Vested Shares.
(d) The rights and obligations provided in this Section 2.3 shall terminate and be of no further force or effect upon the earlier to occur of (i) the date on which the Company consummates the sale of all or substantially all of the assets of the Company and/or the Shareholders consummate the sale of all or substantially all of the common capital stock of the Company, or (ii) the date on which the common capital stock of the Company is first traded on any United States securities exchange or on any formal over-the-counter quotation system in general use in the United States.
Termination of Employment other than for Cause. If Executive’s employment with the Company and its Subsidiaries is terminated for any reason other than by the Company or any of its Subsidiaries for Cause, the purchase price per Share will be Fair Market Value (measured as of the purchase date).
Termination of Employment other than for Cause. If Optionee's employment shall terminate for any reason, voluntary or involuntary, other than for Cause, the Optionee may at any time within three months after such termination exercise the Option to the extent the Option was exercisable by the Optionee on the date of the termination of his employment.
Termination of Employment other than for Cause. Upon the Grantee's ------------------------------------------------ Termination of Employment by the Company or one of its Affiliates or Subsidiaries other than for Cause, subject to the Grantee's continued compliance with Section 11 below and the execution and non-revocation of a general release in the Company's favor, each unvested installment of RSUs held by the Grantee shall vest upon the earlier to occur of (i) the date such installment would have otherwise vested or (ii) the first anniversary of the Grantee's Termination of Employment.
Termination of Employment other than for Cause. (and not subject to Section 4(c)). In the event of Employee’s Termination of Employment (other than a Termination not for Cause following a Change in Control or a Termination by the Company for Cause), Units not previously vested shall not then be forfeited provided that Employee executes a separation agreement and release in such form as may be requested by the Company within 21 days (or such longer period as may be required by law) (and provided further that any period of revocation required by law has expired without Employee exercising his right to revoke his agreement to the separation agreement and release), but thereafter all unvested Units shall be forfeited if there occurs a Forfeiture Event prior to the Settlement Date which would have applied in the absence of such Termination of Employment. Upon such a Termination of Employment, the then-outstanding Units that are vested at the date of Termination (if not already settled) and that become vested thereafter will be settled in accordance with the settlement terms set out on the Cover Page, giving effect to any valid deferral election of Employee then in effect. A “Forfeiture Event” shall be deemed to occur if, following Employee’s Termination of Employment other than a Termination by the Company for Cause, Employee renders services for any organization or engages (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) directly or indirectly, in any business which is or becomes competitive with the Company, its subsidiaries or affiliates, or otherwise engaged in conduct violating Section 7.4(a), 7.4(b) or 7.4(c) of the Plan. However, following Employee’s Termination of Employment other than a Termination by the Company for Cause, Employee shall be free to purchase stock or other securities of an organization or business so long as it is listed upon a recognized securities exchange or traded over-the-counter and such investment does not represent a greater than five percent equity interest in the organization or business. If Employee does not sign a separation agreement and release within the time period requested by the Company (or signs and then timely revokes his agreement to the separation agreement and release), all Units which are not vested at the date of Termination will be forfeited.
Termination of Employment other than for Cause. The Company may terminate the employment of Employee without Cause upon three months’ written notice. If the Company shall terminate the employment of Employee other than for Cause, then it shall (a) pay Employee (or Employee’s spouse, should Employee die), a severance benefit equal to three years’ salary based on Employee’s base monthly salary immediately preceding his termination and (b) pay for (or reimburse Employee for the cost of) such medical and dental insurance as Company is then obligated to pay Employee pursuant to Section 4.3 of this Employment Agreement.
Termination of Employment other than for Cause. In the event that (i) Employee's employment relationship with the Company is terminated by the Company other than for cause, (ii) Employee voluntarily terminates his employment relationship with the Company within one hundred eighty (180) days of the commencement of employment of a Chief Executive Officer not previously approved by Employee in writing or by affirmative vote as a member of the Company's Board of Directors, (iii) Employee voluntarily terminates his employment relationship with the Company within thirty (30) days of a change in Employee's main place of employment to a location more than forty (40) miles from Employee's current residence without his consent, or (iv) Employee voluntarily terminates his employment relationship with the Company within 60 days of a failure by the Company to comply with any material provision of this Agreement which has not been cured within thirty (30) days of written notice thereof by Employee to the Board of Directors, Employee shall be entitled to severance payments equal to twelve (12) months of Employee's then-current base salary (payable during such 12 month period on the Company's normal payroll dates) and shall be entitled to receive continued benefits under the Company's benefit plans of general application (other than further accrual of vacation time, which shall cease upon termination of the employment relationship) during such 12-month period, and Employee agrees in exchange for such severance payments and benefits continuation to execute a release in reasonable form provided by the Company releasing each party and its affiliates or related parties from all claims, known and unknown, which such party may have against the other party or its affiliates or related parties other than as related to the payment of such severance, the provision of such benefits or the continued operation of the applicable provisions of agreements relating to confidential information which the parties have previously executed.
Termination of Employment other than for Cause. Death, Retirement, Total Disability or Change in Control.
(a) If the Key Employee's employment with the Company is terminated by Key Employee prior to the Release Date, all Restricted Stock shall be forfeited to the Company on the date of such termination unless the Committee determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock shall be released to the Key Employee and the restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Key Employee on leave approved by an executive officer of the Company shall not be considered a termination of employment by Key Employee during the period of such leave.
(b) If the Key Employee's employment with the Company is terminated prior to the Release Date for any reason other than Cause, death, Retirement, Total Disability or as described in Paragraph 7(a) above, the restrictions of Paragraph 2 applicable to that portion of the Restricted Stock determined in Paragraph 7(c) below shall terminate on the Release Date without action by the Committee on the date of such termination of employment and such Restricted Stock shall be free of such restrictions and, except as otherwise provided in Paragraph 4 hereof, freely transferable.
(c) The number of shares of the Restricted Stock for which the Paragraph 2 restrictions will terminate in accordance with Paragraph 7(b) hereof shall be the number of shares on which the restrictions would have terminated on the Release Date pursuant to Schedule A had the Key Employee remained employed multiplied by a fraction, the numerator of which is the number of years, including fractions of a year, in the period from the Grant Date to the date on which the Key Employee's employment terminated in the manner as contemplated in Paragraph 7(b) hereof, and the denominator of which is the number of years, including fractions of a year, if any, in the period from the Grant Date to the Release Date. For purposes of this computation, fractions of a year shall be computed by the number of days in the period divided by 365. No fractional share resulting from such computation shall be issued an in lieu thereof, a cash payment shall be made equal to such fractional share (computed to two decimal places) multiplied by the Fair Market Value on the Release Date. As used herein, "Fair Market Value" means the per share closing price on the date in question in the principal market in which the Stock is then traded or, if...
Termination of Employment other than for Cause. Upon the termination of the Executive’s employment hereunder for Death or Disability (Paragraph 4.1) or Termination Without Cause by the Company (Paragraph 4.3) or by Executive for Good Reason (Paragraph 4.5), Executive, or his estate in the case of Executive’s death, shall have the right to receive: (i) any unpaid portion of Executive’s Base Salary and prorated bonus as of the date of termination;
