Common use of Termination of Membership on the Board Clause in Contracts

Termination of Membership on the Board. (1) If, after the Date of Award and prior to an applicable Settlement Date, the Participant’s membership on the Board terminates by reason of the Participant’s death, Disability (defined below) or an Approved Departure (defined below), the RSUs, to the extent unvested, shall vest immediately and shall settle through the delivery of Shares and cash pursuant to Section (B)(2) within forty-five (45) days following the termination. For the purposes of this Director Award Agreement, “Disability” shall be defined as a physical or mental impairment sufficient to make a Participant unable to perform the services required of a member of the Board, as determined by the Committee. “Approved Departure” shall be defined as a termination of the Participant’s membership on the Board, including a resignation from the Board by the Participant or a Participant not standing for re-election to the Board, provided that such termination is approved in advance by the Board. Notwithstanding the foregoing, a termination resulting from (i) the Participant’s willful and continued failure to substantially perform his or her duties as a member of the Board, (ii) an act of fraud or an intentional misrepresentation by the Participant or (iii) the Participant’s commission of a felony, in each such case, as determined by the Board in its sole discretion, shall not constitute an Approved Departure.

Termination of Membership on the Board. (1) If, after the Date of Award and prior to an applicable Settlement Date, the Participant’s membership on the Board terminates by reason of the Participant’s death, Disability (defined below) or an Approved Departure (defined below), the RSUs, to the extent unvested, shall vest immediately and shall settle through the delivery of Shares and cash pursuant to Section (B)(2) within forty-five (45) days following the termination. For the purposes of this Director Award Agreement, “Disability” shall be defined as a physical or mental impairment sufficient to make a Participant unable to perform the services required of a member of the Board, as determined by the Committee. “Approved Departure” shall be defined as a termination of the Participant’s membership on the Board, including a resignation from the Board by the Participant or a Participant not standing for re-election to the Board, provided that such termination is approved in advance by the Board. Notwithstanding the foregoing, a termination resulting from (i) the Participant’s willful and continued failure to substantially perform his or her duties as a member of the Board, (ii) an act of fraud or an intentional misrepresentation by the Participant or (iii) the Participant’s commission of a felony, in each such case, as determined by the Board in its sole discretion, shall not constitute an Approved Departure.