Common use of Termination of Service Relationship Clause in Contracts

Termination of Service Relationship. (a) If the Optionee ceases to be a Consultant to the Company or any of its Subsidiaries for any reason other than to effect a conversion to employee status, and thereafter, if the Optionee’s employment by the Company or any of its Subsidiaries is terminated for any reason except as set forth in Paragraphs 3(c), 3(d) and 3(e) below, any portion of this Share Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to provide services, for a period of three months after the date the Optionee ceased to provide services or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date the Optionee ceases to be a Consultant (or employee, if converted to employee status) to the Company or any of its Subsidiaries shall terminate immediately and be of no further force or effect. For the avoidance of doubt, if the Optionee ceases to be a Consultant (or employee, if converted to employee status) prior to any scheduled Exercisability Date, the Optionee will not earn or be entitled to any pro-rated vesting for any portion of time before the respective Exercisability Date during which the Optionee was a Consultant (or employee, if converted to employee status), nor will the Optionee be entitled to any compensation for lost vesting. (b) For purposes of this Share Option, the Optionee’s service relationship shall be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any of its Subsidiaries (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 Optionee is rendering services or the terms of the Optionee’s service agreement, if any) and such date will not be extended by any notice period (e.g., the date would not be delayed by any contractual notice period or any period of “garden leave” or similar period mandated under laws in the jurisdiction where the Optionee is rendering services or the terms of the Optionee’s service agreement, if any). The Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively rendering services for purposes of the Share Option (including whether the Optionee may still be considered to be rendering services while on a leave of absence). In the event that the Consultant converts to employee status, then the following additional provisions shall apply:

Appears in 1 contract

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

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Termination of Service Relationship. (a) If the Optionee ceases to be a Consultant to the Company or any of its Subsidiaries for any reason other than to effect a conversion to employee status, and thereafter, if the Optionee’s employment by the Company or any of its Subsidiaries is terminated for any reason except as set forth in Paragraphs 3(c), 3(d) and 3(e) below, any portion of this Share Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to provide services, for a period of three months after the date the Optionee ceased to provide services or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date the Optionee ceases to be a Consultant (or employee, if converted to employee status) to the Company or any of its Subsidiaries shall terminate immediately and be of no further force or effect. For the avoidance of doubt, if the Optionee ceases to be a Consultant (or employee, if converted to employee status) prior to any scheduled Exercisability Date, the Optionee will not earn or be entitled to any pro-rated vesting for any portion of time before the respective Exercisability Date during which the Optionee was a Consultant (or employee, if converted to employee status), nor will the Optionee be entitled to any compensation for lost vesting.. Version: May 2023 (b) For purposes of this Share Option, the Optionee’s service relationship shall be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor applicable laws in the jurisdiction where the Optionee is rendering services or the terms of the Optionee’s service agreement, if any) and such date will not be extended by any notice period (e.g., the date would not be delayed by any contractual notice period or any period of “garden leave” or similar period mandated under applicable laws in the jurisdiction where the Optionee is rendering services or the terms of the Optionee’s service agreement, if any). The Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively rendering services for purposes of the Share Option (including whether the Optionee may still be considered to be rendering services while on a leave of absence). In the event that the Consultant converts to employee status, then the following additional provisions shall apply:

Appears in 1 contract

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

Termination of Service Relationship. (a) If The following provision replaces the Optionee ceases third paragraph of the “Vesting and Exercisability” section of this Agreement: By electronically enrolling in the Plan, you understand that in the event you cease to be a Consultant provide Services to the Company or any of its Subsidiaries the Employer (for any reason other than to effect a conversion to employee statuswhatsoever, and thereafter, if the Optionee’s employment by the Company or any of its Subsidiaries is terminated for any reason except as set forth in Paragraphs 3(c), 3(d) and 3(e) below, any portion of this Share Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to provide services, for a period of three months after the date the Optionee ceased to provide services or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date the Optionee ceases to be a Consultant (or employee, if converted to employee status) to the Company or any of its Subsidiaries shall terminate immediately and be of no further force or effect. For the avoidance of doubt, if the Optionee ceases to be a Consultant (or employee, if converted to employee status) prior to any scheduled Exercisability Date, the Optionee will not earn or be entitled to any pro-rated vesting for any portion of time before the respective Exercisability Date during which the Optionee was a Consultant (or employee, if converted to employee status), nor will the Optionee be entitled to any compensation for lost vesting. (b) For purposes of this Share Option, the Optionee’s service relationship shall be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor local laws in the jurisdiction where the Optionee is rendering services or the terms of the Optionee’s service your employment agreement, if any), unless otherwise determined by the Company, your right to participate in the Plan or vest in this Option, if any, will terminate effective as of the earlier of: (i) and such the date of your termination of Service, (ii) the date upon which you receive a notice of termination of Service, or (iii) the date upon which you cease to actively provide Services. With respect to (iii), you will not no longer be extended by considered to be actively employed during any notice period (e.g., the date employment would not be delayed by include any contractual notice period or any period of “garden leave” or similar period mandated under laws in the jurisdiction where the Optionee is rendering services or the terms of the Optionee’s service agreementlocal law, if anyincluding but not limited to, statutory law, regulatory law and/or common law). The Administrator shall have Committee has the exclusive discretion to determine when the Optionee is you are no longer actively rendering services employed for purposes of participation in the Share Option Plan (including whether the Optionee you may still be considered to be rendering services actively providing Services while on a leave of absence). In If, notwithstanding the event that foregoing, applicable employment legislation explicitly requires continued vesting during a statutory notice period, your right to vest in this Option, if any, will terminate effective as of the Consultant converts last date of the minimum statutory notice period, but you will not earn or be entitled to employee statuspro-rated vesting if the Vesting Date falls after the end of your statutory notice period, then the following additional provisions shall apply:nor will you be entitled to any compensation for lost vesting.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Insulet Corp)

Termination of Service Relationship. (ai) If Except as otherwise provided in this Section 3 or the Optionee ceases to be a Consultant to the Company or any Company’s Death and Leave of its Subsidiaries for any reason other than to effect a conversion to employee status, and thereafterAbsence Policy, if the OptioneeGrantee’s employment by service relationship with the Company or any of and its Subsidiaries is voluntarily or involuntarily terminated for any reason except as set forth in Paragraphs 3(c), 3(d) and 3(e) below, any portion of this Share Option outstanding on such date may be exercised, prior to the extent exercisable on end of the date the Optionee ceased Performance Measurement Period, all Restricted Stock Units subject to provide services, for a period of three months after the date the Optionee ceased to provide services or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date the Optionee ceases to Award shall immediately and automatically be a Consultant (or employee, if converted to employee status) forfeited and returned to the Company or any of its Subsidiaries shall terminate immediately and be of no further force or effectCompany. For the avoidance of doubt, if the Optionee ceases to be a Consultant (or employee, if converted to employee status) prior to any scheduled Exercisability Date, the Optionee will not earn or be entitled to any pro-rated vesting for any portion of time before the respective Exercisability Date during which the Optionee was a Consultant (or employee, if converted to employee status), nor will the Optionee be entitled to any compensation for lost vesting. (b) For purposes of this Share Optionthe Award, the OptioneeGrantee’s service relationship shall will be considered terminated as of the date the Optionee Grantee is no longer actively providing services to the Company or any of its Subsidiaries Subsidiary (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 Optionee Grantee is rendering providing services or the terms of the OptioneeGrantee’s service agreement, if any) and ). Unless otherwise determined by the Company, the Grantee’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the date Grantee’s period of service would not be delayed by include any contractual notice period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where the Optionee Grantee is rendering providing services or the terms of the OptioneeGrantee’s service agreement, if any). The Administrator shall have the exclusive discretion to determine when the Optionee Grantee is no longer actively rendering providing services for purposes of the Share Option his or her Award (including whether the Optionee Grantee may still be considered to be rendering providing services while on a leave of absence). In . (ii) Notwithstanding the event that foregoing, if the Consultant converts Grantee’s employment or service relationship with the Company and its Subsidiaries is terminated due to employee statusa Qualified Termination (as defined in the Company’s Change in Control Acceleration Plan, as may be amended from time to time (the “CiC Plan”)), then 100% of the following additional provisions then-unvested Eligible PSUs shall apply:immediately vest as of the Date of Termination (as defined in the CiC Plan). (iii) Upon the Grantee’s continued service relationship with the Company or a Subsidiary through the consummation of a Sale Event that occurs prior to the end of the Performance Measurement Period, the Performance Measurement Period shall end immediately prior to the consummation of the Sale Event and the Performance Percentage shall be determined in accordance with the rules applicable to a Sale Event to be set forth in the Performance Metrics Addendum, and the resulting Eligible PSUs shall be eligible to time-vest as set forth in Section 2 above.

Appears in 1 contract

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

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Termination of Service Relationship. (a) If the Optionee ceases to be a Consultant to the Company or any of its Subsidiaries for any reason other than to effect a conversion to employee status, and thereafter, if the Optionee’s employment by the Company or any of its Subsidiaries is terminated for any reason except as set forth in Paragraphs 3(c), 3(d) and 3(e) below, any portion of this Share Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to provide services, for a period of three months after the date the Optionee ceased to provide services or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date the Optionee ceases to be a Consultant (or employee, if converted to employee status) to the Company or any of its Subsidiaries shall terminate immediately and be of no further force or effect. For the avoidance of doubt, if the Optionee ceases to be a Consultant (or employee, if converted to employee status) prior to any scheduled Exercisability Date, the Optionee will not earn or be entitled to any pro-rated vesting for any portion of time before the respective Exercisability Date during which the Optionee was a Consultant (or employee, if converted to employee status), nor will the Optionee be entitled to any compensation for lost vesting. (b) For purposes of this Share Option, the Optionee’s service relationship shall be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any of its Subsidiaries (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 Optionee is rendering services or the terms of the Optionee’s service agreement, if any) and such date will not be extended by any notice period (e.g., the date would not be delayed by any contractual notice period or any period of “garden leave” or similar period mandated under laws in the jurisdiction where the Optionee is rendering services or the terms of the Optionee’s service agreement, if any). The Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively rendering services for purposes of the Share Option (including whether the Optionee may still be considered to be rendering services while on a leave of absence). In the event that the Consultant converts to employee status, then the following additional provisions shall apply:

Appears in 1 contract

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

Termination of Service Relationship. (a) a. If the Optionee ceases to be a Consultant to the Company or any of its Subsidiaries for any reason other than to effect a conversion to employee status, and thereafter, if the Optionee’s employment by the Company or any of its Subsidiaries is terminated for any reason except as set forth in Paragraphs 3(c), 3(d) and 3(e) below, any portion of this Share Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to provide services, for a period of three months after the date the Optionee ceased to provide services or until the Expiration Date, if earlier. Any portion of this Share Option that is not exercisable on the date the Optionee ceases to be a Consultant (or employee, if converted to employee status) to the Company or any of its Subsidiaries shall terminate immediately and be of no further force or effect. For the avoidance of doubt, if the Optionee ceases to be service as a Consultant (or employee, if converted to employee status) prior to any scheduled Exercisability Date, during only a portion of the vesting period shall not entitle the Optionee will not earn or be entitled to any pro-rated vesting for any vest in a pro rata portion of time before the respective Exercisability Date during which the Optionee was a Consultant (or employee, if converted to employee status), nor will the Optionee be entitled to any compensation for lost vestingunvested Share Options. (b) b. For purposes of this Share Option, the Optionee’s service relationship shall be considered terminated as of the date the Optionee is no longer actively providing services to the Company or any of its Subsidiaries (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 Optionee is rendering services or the terms of the Optionee’s service agreement, if any) and such date will not be extended by any notice period (e.g., the date would not be delayed by any contractual notice period or any period of “garden leave” or similar period mandated under laws in the jurisdiction where the Optionee is rendering services or the terms of the Optionee’s service agreement, if any). The Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively rendering services for purposes of the Share Option (including whether the Optionee may still be considered to be rendering services while on a leave of absence). In the event that the Consultant converts to employee status, then the following additional provisions shall apply:

Appears in 1 contract

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

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