Common use of Termination of Employment - RSUs Clause in Contracts

Termination of Employment - RSUs. (a) If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause prior to the last Vesting Date, then any unvested RSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(a); (b) If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the last Vesting Date by reason of: (i) termination of Granxxx’x Xmployment by the Company for any reason other than (A) due to the Grantee’s death or Disability or (B) for Cause, then, as of the Termination Date, a number of unvested RSUs equal to the number of RSUs that would have vested on the next succeeding Vesting Date following the Termination Date multiplied by the Pro Rata Factor, will vest, and one share of Common Stock shall be delivered to the Grantee in respect of each such vested RSU as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs), and any RSUs that remain unvested after application of this Article 3.2(b)(i) shall be forfeited; or (ii) the Grantee’s death or Disability, then any unvested RSUs shall vest as of the Termination Date and one share of Common Stock shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, in respect of each such vested RSU as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested RSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment - RSUs. (a) If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause prior to the last Vesting Date, then any unvested RSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(a);. (b) If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the last Vesting Date by reason of: (i) involuntary termination of Granxxx’x Xmployment Grantee’s Employment by the Company for any reason other than (A) due to the Grantee’s death or Disability or (B) for Cause, then, as of the Termination Date, a number of unvested RSUs equal to the number of RSUs that would have vested on the next succeeding Vesting Date following the Termination Date multiplied by the Pro Rata Factor, will vest, and one share of Common Stock shall be delivered to the Grantee in respect of each such vested RSU as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs), and any RSUs that remain unvested after application of this Article 3.2(b)(i) shall be forfeited; or (ii) the Grantee’s death or an involuntary termination of Grantee’s Employment on account of Disability, then any unvested RSUs shall vest as of the date of such death or such Termination Date Date, and one share of Common Stock shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, in respect of each such vested RSU as soon as practicable following the date of death or such Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the death or such Termination Date occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment Xxxxxxx’s Employment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested RSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment - RSUs. (a) If Grantee Grantee’s Employment is Retirement-Eligible and ceases to be Employed terminated by the Company for any reason other than for Cause prior to (as such term is defined in the last Vesting DateEmployment Agreement) or is terminated by Grantee for Good Reason (as such term is defined in the Employment Agreement), then any unvested RSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article Section 3.1(a);; provided, however, that if Section 3.2(c) or Section 3.2(d) of this Agreement shall also apply to the termination of Grantee’s Employment, such provisions shall supersede this Section 3.2(a) (and for the avoidance of doubt, if the Termination Date is within two years following a Change of Control, then Section 3.4(a) of this Agreement and Section 3.6 of the Plan shall govern the treatment of the Award evidenced by this Agreement, to the extent any provision of this Agreement is inconsistent with Section 3.4(a) of the Agreement or Section 3.6 of the Plan). (b) If Xxxxxxx’s Employment is terminated by Grantee other than for Good Reason (as such term is not Retirement-Eligible and ceases to be Employed by defined in the Company prior to the last Vesting Date by reason ofEmployment Agreement), then: (i) termination If the Termination Date is on or before December 31, 2016, any unvested RSUs as of Granxxx’x Xmployment by the Company for any reason Termination Date shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Section 3.1(a), provided, however, that on the second anniversary of the Termination Date, each RSU that was unvested as of the Termination Date and that has not vested as of the day immediately preceding the second anniversary of the Termination Date shall expire and Grantee shall have no further rights thereunder (other than rights with respect to settlement and share delivery of vested awards); or (ii) If the Termination Date is on or after January 1, 2017, any unvested RSUs as of the Termination Date shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Section 3.1(a), provided, however, that the number of RSUs that will vest on each such Vesting Date will be equal to the product determined by multiplying (x) the number of RSUs that otherwise would have been vested on such Vesting Date by (y) a fraction the numerator of which is the sum of (A) due the number of full and partial months which have elapsed from the Grant Date to the Grantee’s death or Disability or Termination Date and (B) for Cause24 months, thenand the denominator of which is the total number of months between the Grant Date and such Vesting Date (provided that such fraction shall not exceed 1); any unvested RSUs as of the Termination Date that would not vest on their respective Vesting Dates pursuant to the foregoing formula shall, as of the Termination Date, expire and Grantee shall have no further rights thereunder (other than rights with respect to settlement and share delivery of vested awards). (c) If Grantee’s Employment is terminated as a number result of Grantee’s Disability (as such term is defined in the Employment Agreement), then any unvested RSUs equal to the number shall vest as of RSUs that would have vested on the next succeeding Vesting Date following the Termination Date multiplied by the Pro Rata Factor, will vest, and one share of Common Stock shall be delivered to the Grantee in respect of each such vested RSU as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs), and any RSUs that remain unvested after application of this Article 3.2(b)(i) shall be forfeited; or (iid) the GranteeIf Xxxxxxx’s death or DisabilityEmployment is terminated as a result of Xxxxxxx’s death, then any unvested RSUs shall vest as of the Termination Date and one share of Common Stock shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, in respect of each such vested RSU as soon as practicable following the Termination Date date of death (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date death occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested RSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment - RSUs. (a) If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause prior to the last Vesting Date, then any unvested RSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(a);. (b) If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the last Vesting Date by reason of: (i) involuntary termination of Granxxx’x Xmployment Grantee’s Employment by the Company for any reason other than (A) due to the Grantee’s death or Disability or (B) for Cause, then, as of the Termination Date, a number of unvested RSUs equal to the number of RSUs that would have vested on the next succeeding Vesting Date following the Termination Date multiplied by the Pro Rata Factor, will vest, and one share of Common Stock shall be delivered to the Grantee in respect of each such vested RSU as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs), and any RSUs that remain unvested after application of this Article 3.2(b)(i) shall be forfeited; or (ii) the Grantee’s death or Disability, then any unvested RSUs shall vest as of the Termination Date date of such death or Disability, and one share of Common Stock shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, in respect of each such vested RSU as soon as practicable following the Termination Date date of death or Disability (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date death or Disability occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment Xxxxxxx’s Employment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested RSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment - RSUs. (a) If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause prior to the last Vesting Date, then any unvested RSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article Section 3.1(a); (b) If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the last Vesting Date by reason of: (i) the Grantee’s Disability, then any unvested RSUs shall vest as of the Termination Date and one share of Common Stock shall be delivered to the Grantee in respect of each such vested RSU as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs); or (ii) termination of Granxxx’x Xmployment Grantee’s Employment by the Company for any reason other than (A) due to the Grantee’s death Business Conditions or Disability or (B) for Causea Routine Business Divestiture, then, as of the Termination Date, a number of unvested RSUs will vest equal to the number of RSUs that would have vested on the next succeeding Vesting Date following the Termination Date multiplied by the Pro Rata Factor, will vest, and one share of Common Stock shall be delivered to the Grantee in respect of each such vested RSU as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs), and any RSUs that remain unvested after application of this Article 3.2(b)(i3.2(b)(ii) shall be forfeited; or (iiiii) the Grantee’s death or Disabilitydeath, then any unvested RSUs shall vest as of the Termination Date and one share of Common Stock shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, in respect of each such vested RSU as soon as practicable following the Termination Date date of death (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date death occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested RSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment - RSUs. (a) If Grantee Grantee’s Employment is Retirement-Eligible and ceases to be Employed terminated upon the conclusion of the Term (as such term is defined in the Employment Agreement), is terminated by the Company for any reason other than for Cause prior to (as such term is defined in the last Vesting DateEmployment Agreement), or is terminated by Grantee for Good Reason (as such term is defined in the Employment Agreement), then any unvested RSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(a);; provided, however, that if Article 3.2(c) or Article 3.2(d) of this Agreement shall also apply to the termination of Grantee’s Employment, such provisions shall supersede this Article 3.2(a) (and for the avoidance of doubt, if the Termination Date is within two years following a Change of Control, then Article 3.4(a) of this Agreement and Section 3.6 of the Plan shall govern the treatment of the Award evidenced by this Agreement, to the extent any other provision of this Agreement is inconsistent with Article 3.4(a) of this Agreement or Section 3.6 of the Plan). (b) If Grantee’x Xxxxxyment is terminated by Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the last Vesting Date by reason of: (i) termination of Granxxx’x Xmployment by the Company for any reason other than for Good Reason (A) due to as such term is defined in the Grantee’s death or Disability or (B) for CauseEmployment Agreement), then, then any unvested RSUs as of the Termination DateDate shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(a). (c) If Grantee’s Employment is terminated as a number result of Grantee’s Disability (as such term is defined in the Employment Agreement), then any unvested RSUs equal to the number shall vest as of RSUs that would have vested on the next succeeding Vesting Date following the Termination Date multiplied by the Pro Rata Factor, will vest, and one share of Common Stock shall be delivered to the Grantee in respect of each such vested RSU as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs), and any RSUs that remain unvested after application of this Article 3.2(b)(i) shall be forfeited; or. (iid) the Grantee’s death or DisabilityIf Grantee’x Xxxxxyment is terminated as a result of Grantee’x xxxxx, then any unvested RSUs shall vest as of the Termination Date and one share of Common Stock shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, in respect of each such vested RSU as soon as practicable following the Termination Date date of death (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date death occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested RSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.