Termination of Service on the Board Sample Clauses

Termination of Service on the Board. If the Awardee ceases to be a member of the Board prior to the vesting of the Restricted Share Units for any reason other than Awardee’s death, all of the then unvested Restricted Share Units shall be forfeited by Awardee. If the Awardee ceases to be a member of the Board prior to the vesting of the Restricted Share Units by reason of Awardee’s death, then such Restricted Share Units shall vest in full and not be forfeited.

Termination of Service on the Board. (a) Except as provided in Sections 7(b), 8 or 9 below, if the Director resigns from service as a member of the Board of Directors, decides not to stand for reelection at the expiration of the Director's term of office, is not nominated by the Board to stand for election at the Annual Stockholders' Meeting at which the Director's term of office expires, or, if nominated, is not reelected, then any Restricted Stock Units held by the Director which have not yet vested shall not be forfeited, but shall remain unvested until such time as such Restricted Stock Units would otherwise have become vested as provided in Section 3 (disregarding, for purposes of this Section 7(a), the requirement of continued service on the Board of Directors as specified in Section 3) and shall be issued pursuant to Section 4. (b) Notwithstanding the foregoing, if the Director is removed from the Board by the stockholders of the Corporation for cause, or the Director resigns or decides not to stand for reelection following delivery of notice to the stockholders of a proposal to remove the Director for cause (for these purposes, cause shall include, but not be limited to, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director's duties and responsibilities for any reason other than illness or incapacity), then all Restricted Stock Units which have not previously become vested shall immediately be forfeited.

Termination of Service on the Board. Upon the date your service on the Company's Board is terminated for any reason, you, or in the event of your death your beneficiary, will be entitled to receive the number of Options determined by multiplying the sum of your Director fees actually earned and waived up to the date of your termination by the Leverage Factor and dividing the product by the Common Stock Price (and rounding up the resulting quotient); provided, however, that only the total Director fees earned and waived by you up to the date of termination will be considered. To the extent your Options are fully vested and exercisable as of the date of your termination, they will remain exercisable at any time prior to the Expiration Date. The portion of your Option that is not fully vested and exercisable as of the date of your termination, if any, shall continue to vest in accordance with the schedule set forth above and will become exercisable at the time it becomes fully vested prior to its Expiration Date. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECEIVE CASH EQUAL TO ALL OR ANY PORTION OF THE DIRECTOR FEES YOU ELECTED TO WAIVE UNDER THE DIRECTOR'S FEE WAIVER.

Termination of Service on the Board. If an Awardee’s service on the Board terminates for any reason, the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately expire and all shares of the Restricted Stock shall be fully vested.

Termination of Service on the Board. If the Grantee ceases to be a member of the Board prior to the vesting of the Restricted Share Units for any reason other than Grantee's death, all of the then unvested Restricted Share Units shall be forfeited by Grantee. If the Grantee ceases to be a member of the Board prior to the vesting of the Restricted Share Units by reason of Grantee's death, then such Restricted Share Units shall vest in full and not be forfeited.

Termination of Service on the Board a. Except as provided in Sections 4(b), 5 or 6 below, if prior to the Scheduled Vesting Date, the Participant resigns from service as a member of the Board, decides not to stand for reelection at the expiration of the Participant’s term of office as a member of the Board, is not nominated by the Board to stand for election at the Annual Shareholders’ Meeting at which the Participant’s term of office as a member of the Board expires, or, if nominated, is not reelected, then any Awarded Units held by the Participant which have not yet vested shall not be forfeited but shall remain unvested until the Scheduled Vesting Date, and the Participant shall vest, on the Scheduled Vesting Date, in that number of units equal to the Awarded Units multiplied by a fraction, the numerator of which is the number of full months from __________ to the date of the Participant’s Termination of Service (rounding any partial month to the next whole month) and the denominator of which is 12. Any Restricted Stock Units that are unvested at the Scheduled Vesting Date and that exceed the pro rata portion of the Awarded Units that become vested under this Section 4(a) shall be forfeited. Upon forfeiture, all of the Participant’s rights and interest with respect to the forfeited Awarded Units (and related dividend equivalents) shall cease and terminate, without any further obligations on the part of the Company. b. Notwithstanding the foregoing, if prior to the Scheduled Vesting Date, the Participant is removed from the Board by the shareholders of the Company for cause, or the Participant resigns or decides not to stand for reelection as a member of the Board following delivery of notice to the shareholders of a proposal to remove the Participant for cause (for these purposes, “cause” shall mean, with respect to any particular Participant, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such Participant caused demonstrable, material harm to the Company through bad faith or active and deliberate dishonesty), then all Awarded Units shall immediately be forfeited. Upon forfeiture, all of the Participant’s rights and interest with respect to the forfeited Awarded Units (and related dividend equivalents) shall cease and terminate, without any further obligations on the part of the Company.

Termination of Service on the Board. If the Participant ceases to serve as a member of the Board for any reason, the RSUs shall, to the extent not then vested or previously forfeited, immediately become forfeited without any further action by the Company or the Participant, and without any payment of consideration therefor.

Termination of Service on the Board. Except as specifically provided in Section 3.2(b) and Sections 5.6(b) and 5.6(c) hereof, the Options granted hereunder shall terminate as of the close of business on the earliest to occur of the date of (i) expiration of the Option Exercise Period provided in Section 5.4 hereof, (ii) an event of default or breach by an Optionee of the terms and conditions of such Optionee's Agreement, or (iii) termination of an Optionee's service on the Board for cause. If an Optionee's service on the Board is terminated other than for cause, death (as provided in subsection (b) below), or retirement or disability (both as provided in subsection (c) below), the Optionee must exercise his Option, if at all and only to the extent the option is exercisable at termination, within thirty six months after the date of such termination, in accordance with the terms of the Plan and the Agreement.

Termination of Service on the Board. If the Director shall resign from service as a member of the Board of Directors (other than as a result of total disability or retirement after age 65), decides not to stand for reelection at the expiration of the Director's term of office, is not nominated by the Board to stand for election at the Annual Stockholders' Meeting at which the Director's term of office expires, or, if nominated, is not reelected, then any shares of Restricted Stock held by the Director which have not yet vested (and remain subject to the restrictions imposed by this Agreement) shall be forfeited. If the Director is removed from the Board by the stockholders of the Corporation for cause (for these purposes, cause shall include, but not be limited to, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director's duties and responsibilities for any reason other than illness or incapacity), then all unvested shares of Restricted Stock then held by the Director shall immediately be forfeited. If the Director ceases to serve as a member of the Board prior to the end of the Director's term as a result of the Director's total disability, or as a result of retirement after age 65, all remaining restrictions imposed on the Restricted Shares by this Agreement shall lapse immediately, and stock certificates for the shares may be delivered to the Director, free of any transfer restrictions.

Termination of Service on the Board. To the extent the restrictions set forth in Section 2 have not lapsed in accordance with Section 3, (a) in the event that the Grantee’s service on the Board terminates due to his death such restrictions shall lapse on the date of such termination; and (b) in the event the Grantee’s service on the Board terminates due to his disability or retirement (as described herein), such restrictions shall lapse on the earlier of the third anniversary of the Award Date or the Grantee’s death. For this purpose (i) “disability” means (as determined by the Committee in its sole discretion) the inability of the Grantee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months; and (ii) “retirement” means the Grantee’s retirement in accordance with the Company’s retirement policy for Directors.