Common use of Termination of Service Relationship Clause in Contracts

Termination of Service Relationship. Except as set forth on Exhibit A hereto and subject to the minimum extent required by applicable employment standards legislation, if the Grantee’s Service Relationship terminates for any reason including, for greater certainty, termination without cause, prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Share Units that have not vested as of such date shall automatically and without notice terminate and be forfeited without replacement or further compensation, and neither the Grantee’s nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Share Units. For the avoidance of doubt, service during only a portion of the vesting period, but where the Grantee's Service Relationship has terminated prior to a Vesting Date, will not entitle the Grantee to vest in a pro-rata portion of the Restricted Share Units nor will the Grantee be entitled to any compensation for lost vesting. For purposes of the Restricted Share Units, the Grantee’s Service Relationship will be considered terminated, and the Grantee’s right (if any) to earn, seek damages in lieu of, vest in or otherwise benefit from any portion of the Restricted Share Units pursuant to this Agreement will be measured by the date that is the earliest of: i. the date the Grantee’s Service Relationship is terminated for any reason, and ii. the date the Grantee receives written notice of termination of the Service Relationship from the Company or the Service Recipient, as applicable, regardless of any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under local law. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, the Grantee’s right to vest in the Restricted Share Units, if any, will terminate effective upon the expiry of the minimum statutory notice period, but the Grantee will not earn or be entitled to pro-rated vesting if the Vesting Date falls after the end of the statutory notice period, nor will the Grantee be entitled to any compensation for lost vesting. Notifications The Company recommends that Grantees consult their personal tax advisors with respect to federal, state, provincial, local and foreign tax aspects of participation in the Plan, including compliance with any applicable reporting obligations. Compliance with Laws The Company’s obligation to issue and deliver Shares under this Award to the Grantee is subject to such compliance by the Company and the Grantee as the Company deems necessary or advisable with all applicable laws, including with respect to Tax-Related Items. The Company may, as a condition to the grant of this Award, require the Grantee to: (i) represent in writing that participation in the distribution of the Shares received in connection with such Award is voluntary; and (ii) make such other representations and warranties as are deemed appropriate by counsel to

Appears in 1 contract

Samples: Global Restricted Share Unit Award Agreement (Rb Global Inc.)

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Termination of Service Relationship. Except as set forth on Exhibit A hereto and subject The following provision replaces the second paragraph of Section 4(b) of this Award: By electronically enrolling in the Plan, the Grantee understands that in the event the Grantee ceases to provide Services to the minimum extent required by applicable employment standards legislationCompany or the Employer (for any reason whatsoever, if whether or not later found to be invalid or in breach of local laws or the terms of the Grantee’s Service Relationship terminates for any reason includingemployment agreement, for greater certaintyif any), termination without cause, prior to unless otherwise determined by the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Share Units that have not vested as of such date shall automatically and without notice terminate and be forfeited without replacement or further compensation, and neither the Grantee’s nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Share Units. For the avoidance of doubt, service during only a portion of the vesting period, but where the Grantee's Service Relationship has terminated prior to a Vesting Date, will not entitle the Grantee to vest in a pro-rata portion of the Restricted Share Units nor will the Grantee be entitled to any compensation for lost vesting. For purposes of the Restricted Share UnitsCompany, the Grantee’s Service Relationship right to participate in the Plan or vest in Restricted Stock Units, if any, will be considered terminated, and terminate effective as of the earlier of (i) the date of termination of the Grantee’s right Service, (if anyii) to earn, seek damages in lieu of, vest in or otherwise benefit from any portion of the Restricted Share Units pursuant to this Agreement will be measured by the date that is the earliest of: i. the date the Grantee’s Service Relationship is terminated for any reason, and ii. the date upon which the Grantee receives written a notice of termination of Service, or (iii) the Service Relationship from date upon which the Company Grantee ceases to actively provide Services. With respect to (iii), the Grantee will no longer be considered to be actively employed during any notice period (e.g., employment would not include any contractual notice or the Service Recipient, as applicable, regardless of any period during which notice, pay in lieu of notice “garden leave” or related payments or damages are provided or required to be provided similar period mandated under local law, including but not limited to, statutory law, regulatory law and/or common law). Notwithstanding The Committee has the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of participation in the Plan (including whether the Grantee may still be considered to be actively providing Services while on a leave of absence). If, notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, the Grantee’s right to vest in the Restricted Share Stock Units, if any, will terminate effective upon as of the expiry last date of the minimum statutory notice period, but the Grantee will not earn or be entitled to pro-rated vesting if the Vesting Date vesting date falls after the end of the Grantee’s statutory notice period, nor will the Grantee be entitled to any compensation for lost vesting. Notifications The Company recommends that Grantees consult their personal tax advisors with respect to federal, state, provincial, local and foreign tax aspects of participation in the Plan, including compliance with any applicable reporting obligations. Compliance with Laws The Company’s obligation to issue and deliver Shares under this Award to following provisions will apply if the Grantee is subject to such compliance by a resident of Quebec: LANGUAGE CONSENT. The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. DATA PRIVACY. The following provision supplements the Data Privacy provision in this Award: The Grantee hereby authorizes the Company and the Grantee as Company’s representatives to discuss with and obtain all relevant information from all personnel involved in the Company deems necessary or advisable with all applicable laws, including with respect to Tax-Related Itemsadministration and operation of the Plan. The Company mayGrantee further authorizes the Company, as a condition to the grant Employer and any of this Award, require their respective Subsidiaries and Affiliates and the Grantee to: (i) represent in writing that participation in the distribution administrator of the Shares received Plan to disclose and discuss the Plan with their advisors. The Grantee further authorizes the Company, the Employer and any of their respective Subsidiaries and Affiliates to record such information and to keep such information in connection with such Award is voluntary; and (ii) make such other representations and warranties as are deemed appropriate by counsel tohis or her employee file.

Appears in 1 contract

Samples: Performance Shares Agreement (Insulet Corp)

Termination of Service Relationship. Except as set forth on Exhibit A hereto and subject to The following provision replaces the minimum extent required by applicable employment standards legislation, if the Grantee’s Service Relationship terminates for any reason including, for greater certainty, termination without cause, prior to the satisfaction second paragraph of Paragraph 3 of the vesting conditions set forth in Paragraph 2 above, any Restricted Share Units that have not vested as of such date shall automatically and without notice terminate and be forfeited without replacement or further compensation, and neither the Grantee’s nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Share Units. For the avoidance of doubt, service during only a portion of the vesting period, but where the Grantee's Service Relationship has terminated prior to a Vesting Date, will not entitle the Grantee to vest in a pro-rata portion of the Restricted Share Units nor will the Grantee be entitled to any compensation for lost vesting. Award Agreement: For purposes of the Restricted Share UnitsAward, the Grantee’s Service Relationship service relationship will be considered terminated, terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Grantee is providing services or the terms of the Grantee’s right (service agreement, if any) to earn, seek damages in lieu of, vest in or otherwise benefit from any portion as of the Restricted Share Units pursuant to this Agreement will be measured by the date that is the earliest of: i. of (1) the date the Grantee’s Service Relationship service relationship is terminated for any reasonterminated, and ii. (2) the date the Grantee receives written notice of termination of the Service Relationship from the Company or the Service Recipient, as applicableor (3) the date the Grantee is no longer actively providing service to the Company or any Subsidiary, regardless of any notice period during which notice, or period of pay in lieu of such notice or related payments or damages are provided or required under applicable law (including, but not limited to statutory law, regulatory law and/or common law). The Administrator shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of this Award (including whether the Grantee may still be considered to be provided under local lawproviding services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, the Grantee’s right to vest in the Restricted Share UnitsAward, if any, will terminate effective upon the expiry expiration of the minimum statutory notice period, but the Grantee will not earn or be entitled to pro-rated vesting if the Vesting Date falls after the end of the statutory notice period, nor will the Grantee be entitled to any compensation for lost vesting. Notifications French Language Provision. The Company recommends parties acknowledge that Grantees consult it is their personal tax advisors with respect to federalexpress wish that the Agreement, stateas well as all documents, provincialnotices and legal proceedings entered into, local and foreign tax aspects given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Data Privacy. The following provision supplements Paragraph 12 of participation in the Plan, including compliance with any applicable reporting obligations. Compliance with Laws Award Agreement: The Company’s obligation to issue and deliver Shares under this Award to the Grantee is subject to such compliance by hereby authorizes the Company and the Grantee as Company’s representatives to discuss with and obtain all relevant information from all personnel involved in the Company deems necessary or advisable with all applicable laws, including with respect to Tax-Related Itemsadministration and operation of the Plan. The Company mayGrantee further authorizes the Company, as a condition the Service Recipient and any of their respective affiliates and the administrator of the Plan to disclose and discuss the grant Plan with their advisors. The Grantee further authorizes the Company, the Service Recipient and any of this Award, require the Grantee to: (i) represent in writing that participation their respective affiliates to record such information and to keep such information in the distribution of the Shares received in connection with such Award is voluntary; and (ii) make such other representations and warranties as are deemed appropriate by counsel toGrantee’s employee file.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Award Agreement (Zendesk, Inc.)

Termination of Service Relationship. Except as set forth on Exhibit A hereto and subject to the minimum extent required by applicable employment standards legislation, if the Grantee’s Service Relationship terminates for any reason including, for greater certainty, termination without cause, prior to the satisfaction The following provision replaces Paragraph 3(b) of the vesting conditions set forth in Paragraph 2 above, any Restricted Share Units that have not vested as of such date shall automatically and without notice terminate and be forfeited without replacement or further compensation, and neither the Grantee’s nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Share Units. For the avoidance of doubt, service during only a portion of the vesting period, but where the Grantee's Service Relationship has terminated prior to a Vesting Date, will not entitle the Grantee to vest in a pro-rata portion of the Restricted Share Units nor will the Grantee be entitled to any compensation for lost vesting. Agreement: For purposes of the Restricted this Share UnitsOption, the GranteeOptionee’s Service Relationship will service relationship shall be considered terminatedterminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where the Optionee is rendering services or the terms of the Optionee’s service agreement, and the Grantee’s right (if any) to earn, seek damages in lieu of, vest in or otherwise benefit from any portion as of the Restricted Share Units pursuant to this Agreement will be measured by the date that is the earliest of: i. earlier of (1) the date the GranteeOptionee’s Service Relationship service relationship with the Company or any other Subsidiary is terminated for any reasonterminated, and ii. or (2) the date the Grantee Optionee receives written notice of termination of service. In either case, the Service Relationship from the Company or the Service Recipient, as applicable, regardless of date shall exclude any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under local applicable law in the jurisdiction where the Optionee is providing service (including, but not limited to, statutory law, regulatory law and/or common law). For greater certainty, the Optionee will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Optionee’s right to vest terminates, nor will the Optionee be entitled to any compensation for lost vesting. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the GranteeOptionee’s right to vest in the Restricted Share UnitsOptions under the Plan, if any, will terminate effective upon the expiry as of the last day of the Optionee’s minimum statutory notice period, but the Grantee Optionee will not earn or be entitled to pro-rated vesting if the Vesting Date vesting date falls after the end of the Optionee’s statutory notice period, nor will the Grantee Optionee be entitled to any compensation for lost vesting. Notifications The Company recommends that Grantees consult their personal tax advisors with respect to federalLanguage Consent. Upon request, state, provincial, local a French translation of the Plan and foreign tax aspects of participation in the Plan, including compliance with any applicable reporting obligations. Compliance with Laws The Company’s obligation to issue and deliver Shares under this Award Agreement will be made available to the Grantee is subject Optionee as soon as reasonably practicable. The Optionee understands that, from time to time, additional information related to the Plan might be provided in English and such compliance by information may not be immediately available in French. However, upon request, the Company will translate into French documents related to the Plan as soon as reasonably practicable. Version: May 2023 Data Privacy. This provision supplements the Data Privacy Provisions for All Consultants paragraph in this Appendix: The Optionee hereby authorizes the Company and the Grantee as Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Optionee further authorizes the Company, the Service Recipient and/or any other Subsidiary to disclose and discuss the Plan with their advisors. The Optionee further authorizes the Company deems necessary or advisable with all applicable lawsand the Service Recipient to record such information and to keep such information in the Optionee’s file. The Optionee acknowledges and agrees that the Optionee’s personal information, including with respect to Tax-Related Items. The Company maysensitive personal information, as a condition may be transferred or disclosed outside the province of Quebec, including to the grant of this AwardUnited States. If applicable, require the Grantee to: (i) represent in writing Optionee also acknowledges that participation the Company, the Service Recipient, MSSB, and other parties involved in the distribution administration of the Shares received in connection with such Award is voluntary; Plan may use technology for profiling purposes and (ii) to make such other representations and warranties as are deemed appropriate by counsel toautomated decisions that may have an impact on the Optionee or the administration of the Plan.

Appears in 1 contract

Samples: Global Non Qualified Share Option Agreement (BeiGene, Ltd.)

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Termination of Service Relationship. Except as set forth on Exhibit A hereto and subject to the minimum extent required by applicable employment standards legislation, if the Grantee’s Service Relationship terminates for any reason including, for greater certainty, termination without cause, prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Share Units that have not vested as of such date shall automatically and without notice terminate and be forfeited without replacement or further compensation, and neither the Grantee’s nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Share Units. For the avoidance of doubt, service during only a portion of the vesting period, but where the Grantee's Service Relationship has terminated prior to a Vesting Date, will not entitle the Grantee to vest in a pro-rata portion of the Restricted Share Units nor will the Grantee be entitled to any compensation for lost vesting. For purposes of the Restricted Share Units, the Grantee’s Service Relationship will be considered terminated, and the Grantee’s right (if any) to earn, seek damages in lieu of, vest in or otherwise benefit from any portion of the Restricted Share Units pursuant to this Agreement will be measured by the date that is the earliest of: i. the date the Grantee’s Service Relationship is terminated for any reason, and ii. the date the Grantee receives written notice of termination of the Service Relationship from the Company or the Service Recipient, as applicable, regardless of any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under local law. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, the Grantee’s right to vest in the Restricted Share Units, if any, will terminate effective upon the expiry of the minimum statutory notice period, but the Grantee will not earn or be entitled to pro-rated vesting if the Vesting Date falls after the end of the statutory notice period, nor will the Grantee be entitled to any compensation for lost vesting. Notifications The Company recommends that Grantees consult their personal tax advisors with respect to federal, state, provincial, local and foreign tax aspects of participation in the PlanPlan and the Program, including compliance with any applicable reporting obligations. Compliance with Laws The Company’s obligation to issue and deliver Shares under this Award to the Grantee is subject to such compliance by the Company and the Grantee as the Company deems necessary or advisable with all applicable laws, including with respect to Tax-Related Items. The Company may, as a condition to the grant of this Award, require the Grantee to: (i) represent in writing that participation in the distribution of the Shares received in connection with such Award is voluntary; and (ii) make such other representations and warranties as are deemed appropriate by counsel tothat

Appears in 1 contract

Samples: Global Restricted Share Unit Award Agreement (Rb Global Inc.)

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