Common use of Termination of Service Clause in Contracts

Termination of Service. This provision replaces Section 4 of the Terms and Conditions for Non-U.S. Participants: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for purposes of the Award, Participant’s employment or service relationship is considered terminated as of the earlier of (a) the date Participant’s employment with the Company or any Affiliate is terminated; (b) the date on which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a notice of termination from the Employer, 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. Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest terminates, nor will Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the last day of Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;

Appears in 3 contracts

Samples: Performance Share Unit Award Agreement (Ralph Lauren Corp), Performance Share Unit Award Agreement (Ralph Lauren Corp), Restricted Stock Unit Award Agreement (Ralph Lauren Corp)

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Termination of Service. This provision replaces Section 4 3.4 of the Terms and Conditions for Non-U.S. ParticipantsAward Agreement: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for For purposes of the AwardRestricted Stock Units, the Participant’s employment or service relationship Service is considered terminated as of the earlier of (a) date the date Participant’s employment with Participant is no longer actually employed or otherwise rendering Service to the Company or any Affiliate is terminated; (b) regardless of the date on which Participant ceases reason for such termination and whether or not later found to provide active be invalid or in breach of employment or other laws or the terms of the Participant’s employment or service to contract, if any). Unless otherwise extended by the Company or expressly provided in the Award Agreement, the Participant’s right to vest in the Restricted Stock Units, if any, will terminate effective as of such date (the “Termination Date”). The Termination Date will not be extended by any Affiliate; or (c) common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Restricted Stock Units under the Award Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Participant’s minimum statutory notice period. In the event the date on which the Participant receives a notice is no longer providing actual Service cannot be reasonably determined under the terms of termination from this Award Agreement and/or the EmployerPlan, regardless the Company shall have the exclusive discretion to determine when the Participant is no longer actively providing Service for purposes of any period during which notice, pay in lieu of notice or related payments or damages are provided or required the Restricted Stock Units (including whether the Participant may still be considered to be provided under local lawproviding Service while on a leave of absence). Any portion of the Restricted Stock Units that is not vested on the Termination Date shall terminate immediately and be null and void. Subject to the foregoing, unless the applicable employment standards legislation specifically requires, in the Participant’s case, the Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Participant’s right to vest terminatesService is terminated (as determined under this provision), nor will the Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the last day of Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;.

Appears in 3 contracts

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

Termination of Service. This The following provision replaces Section 4 paragraph A “Termination” of the Terms and Conditions for Non-U.S. ParticipantsAppendix A: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for For purposes of the AwardRestricted Share Units, in the event of termination of the Participant’s employment relationship (whether or service relationship is considered terminated not in breach of local labor laws), except as otherwise expressly set forth in the Award Agreement, the Participant’s right to vest in the Restricted Share Unit award under the Plan, if any, will terminate effective as of the earlier of (ai) the date Participant’s employment with upon which the Company Participant is no longer actively employed or any Affiliate is terminated; (bii) the date on upon which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a written notice of termination from the Company or the Employer, 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. Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest terminates, nor will Participant be entitled to any compensation for lost vesting. The Committee Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services employed or when the Participant has received notice of such termination for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence)the Restricted Share Unit award. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Award Restricted Share Unit award under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Participant’s statutory notice period, nor will the Participant be entitled to any compensation for lost vesting;. Consent to Receive Information in English. The Participant acknowledges that it is the express wish of the parties that this Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be written in English. Authorization to Release and Transfer Necessary Personal Information. The following provision supplements paragraph D “Data Privacy” of Appendix A: The Participant hereby authorizes the Company and the 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 Participant further authorizes the Company, any Subsidiary and the administrator of the Plan to disclose and discuss the Plan with their advisors. The Participant further authorizes the Company and any Subsidiary to record such information and to keep such information in the Participant’s Employee file.

Appears in 3 contracts

Samples: Restricted Share Unit Award Agreement (Howmet Aerospace Inc.), Restricted Share Unit Award Agreement (Howmet Aerospace Inc.), Restricted Share Unit Award Agreement (Howmet Aerospace Inc.)

Termination of Service. This provision replaces the second paragraph of Section 4 4.7 of the Terms and Conditions for Non-U.S. ParticipantsAward Agreement: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for For purposes of the AwardMSUs, the Participant’s employment or service relationship Service is considered terminated as of the earlier of (a) date the date Participant’s employment with Participant is no longer actually employed or otherwise rendering Service to the Company or any Affiliate is terminated; (b) regardless of the date on which Participant ceases reason for such termination and whether or not later found to provide active be invalid or in breach of employment or other laws or the terms of the Participant’s employment or service to contract, if any). Unless otherwise extended by the Company or expressly provided in the Award Agreement, the Participant’s right to vest in the MSUs, if any, will terminate effective as of such date (the “Termination Date”). The Termination Date will not be extended by any Affiliate; or common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the MSUs under the Award Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Participant’s minimum statutory notice period (c) except as set forth in Section 4.3 of the Award Agreement). In the event the date on which the Participant receives a notice is no longer providing actual service cannot be reasonably determined under the terms of termination from this Award Agreement and/or the EmployerPlan, regardless the Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of any period during which notice, pay in lieu of notice or related payments or damages are provided or required the MSUs (including whether the Participant may still be considered to be provided under local lawproviding services while on a leave of absence). Any portion of the MSUs that is not vested on the Termination Date shall terminate immediately and be null and void, except as set forth in Section 4.3 of the Award Agreement. Subject to the foregoing, unless the applicable employment standards legislation specifically requires, in the Participant’s case, the Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Participant’s right to vest terminatesservice relationship is terminated (as determined under this provision), nor will the Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the last day of Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;.

Appears in 3 contracts

Samples: Market Stock Unit Award Agreement (Morningstar, Inc.), Market Stock Unit Award Agreement (Morningstar, Inc.), Market Stock Unit Award Agreement (Morningstar, Inc.)

Termination of Service. This Notwithstanding any contrary provision replaces Section 4 of the Terms Award Agreement, the balance of the PSUs that have not vested as of the time of Participant’s termination of Service, shall be treated as described below: (a) If Participant’s termination of Service is due to death or Disability that occurs before the Vesting Date, then a prorated number of PSUs immediately will vest, calculated based on the product equal to (a) the number of PSUs that become eligible for vesting based on actual attainment of the Performance Goals in accordance with the following sentence, multiplied by (b) a fraction, the numerator of which is the number of calendar quarters in the Performance Period during which Participant was providing Service and Conditions the denominator of which is the number of full calendar quarters in the Performance Period. For purposes of determining the number of PSUs that are eligible for Non-U.S. Participants: IMPORTANT: In accepting vesting based on the Awardattainment of the Performance Goals, Participant specifically acknowledges the last day of the Performance Period will be the last day of the calendar quarter immediately preceding the date of Participant’s termination of Service, and accepts that attainment of the Performance Goals will be determined as of the last day of the shortened Performance Period. (b) If Participant’s termination of Service is for any or no reason other than due to death or Disability (including, without limitation, termination due to retirement), the PSUs will be immediately forfeited, and Participant’s right to acquire any Shares hereunder will immediately terminate. (c) For purposes of the AwardPSUs, Participant’s Service will be considered terminated as of the date Participant is no longer actively providing services to the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service relationship agreement, if any) and will not be extended by any notice period (e.g., Participant’s period of Service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is considered terminated as employed or the terms of the earlier of (a) the date Participant’s employment with or service agreement, if any); the Company or any Affiliate is terminated; (b) the date on which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a notice of termination from the Employer, 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. Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest terminates, nor will Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award the PSUs (including whether Participant may still be considered to be providing services while on a an approved leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the last day of Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;.

Appears in 2 contracts

Samples: Global Performance Stock Unit Agreement (Ciber Inc), Global Performance Stock Unit Agreement (Ciber Inc)

Termination of Service. This provision replaces supplements Section 4 5 of the Terms and Conditions for Non-U.S. ParticipantsAgreement: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for For purposes of the AwardOption, the Participant’s Termination of Service (for any reason whatsoever, whether or not later found to be invalid, unlawful or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service relationship agreement, if any), will be measured by the date that is considered terminated as of the earlier earliest of (ai) the date on which the Participant’s employment with the Company or any Affiliate Employer is terminated; , or (bii) the date on which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a written notice of termination from the Employer, 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. For greater certainty, the Participant will not earn or be entitled to any pro-rated vesting or exercisability for that portion of time before the date on which the Participant’s right to vest or exercise terminates, nor will the Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Award under the PlanOption, if any, will terminate effective as upon the expiry of the last day of Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting or exercisability if the vesting date falls after the end of Participant’s the statutory notice period, nor will the Participant be entitled to any compensation for lost vesting;. Authorization to Release Necessary Personal Information. This provision supplements Section 12 of the Agreement: The Participant hereby authorizes the Company and the 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 Participant further authorizes the Company and any Affiliate and the administrator of the Plan to disclose and discuss the Plan with their advisors. The Participant further authorizes the Employer to record such information and to keep such information in the Participant’s employee file. The Participant acknowledges that the Participant's personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also acknowledges that the Company, the Employer, any Affiliate and UBS Financial Services Inc. may use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.

Appears in 1 contract

Samples: Global Non Qualified Stock Option Agreement (EPAM Systems, Inc.)

Termination of Service. This provision replaces supplements Section 4 5 of the Terms and Conditions for NonAgreement: 408098220-U.S. Participants: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for v3\NA_DMS For purposes of the AwardOption, the Participant’s Termination of Service (for any reason whatsoever, whether or not later found to be invalid, unlawful or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service relationship agreement, if any), will be measured by the date that is considered terminated as of the earlier earliest of (ai) the date on which the Participant’s employment with the Company or any Affiliate Employer is terminated; , or (bii) the date on which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a written notice of termination from the Employer, 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. For greater certainty, the Participant will not earn or be entitled to any pro-rated vesting or exercisability for that portion of time before the date on which the Participant’s right to vest or exercise terminates, nor will the Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Award under the PlanOption, if any, will terminate effective as upon the expiry of the last day of Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting or exercisability if the vesting date falls after the end of Participant’s the statutory notice period, nor will the Participant be entitled to any compensation for lost vesting;. Authorization to Release Necessary Personal Information. This provision supplements Section 12 of the Agreement: The Participant hereby authorizes the Company and the 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 Participant further authorizes the Company and any Affiliate and the administrator of the Plan to disclose and discuss the Plan with their advisors. The Participant further authorizes the Employer to record such information and to keep such information in the Participant’s employee file. The Participant acknowledges that the Participant's personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also acknowledges that the Company, the Employer, any Affiliate and UBS Financial Services Inc. may use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.

Appears in 1 contract

Samples: Global Non Qualified Stock Option Agreement (EPAM Systems, Inc.)

Termination of Service. This The following provision replaces Section 4 paragraph A “Termination” of the Terms and Conditions for Non-U.S. ParticipantsAppendix A: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for For purposes of the Special Retention Award, the Participant’s employment or service relationship is will be considered terminated terminated, and except where the Award Agreement expressly allows for vesting after termination of employment, the right (if any) to vest in the Special Retention Award will terminate effective, as of the earlier date that is the earliest of (ai) the date the Participant’s employment relationship with the Company Company, Employer, or any Affiliate of its Subsidiaries is terminated; , or (bii) the date on which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a written notice of termination from the Company or the Employer, regardless of any notice period during which notice, or period of pay in lieu of such notice required under applicable employment law in the jurisdiction where the Participant is employed or related payments or damages are provided or required to be provided under local lawthe terms of the Participant’s employment agreement, if any. The Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Participant’s right to vest terminates, employment is terminated (as determined under this provision) nor will the Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Special Retention Award under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s the statutory notice period, nor will the Participant be entitled to any compensation for lost vesting;. Authorization to Release and Transfer Necessary Personal Information. The following provision supplements paragraph D “Data Privacy” of Appendix A: The Participant hereby authorizes the Company or any Subsidiary, including the Employer, and any agents or representatives to (i) discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan, and (ii) disclose and discuss any and all information relevant to the Plan with their advisors. The Participant further authorizes the Company or any Subsidiary, including the Employer, and any agents or representatives to record such information and to keep such information in the Participant’s employee file. If the Participant is a resident of Quebec, the Participant acknowledges and agrees that his or her personal information, including sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the United States. The Participant acknowledges and authorizes the Company and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.

Appears in 1 contract

Samples: Special Retention Award Agreement (Arconic Corp)

Termination of Service. This The following provision replaces Section 4 6 of the Terms Award Agreement: Except as otherwise provided in the Planss or the Award Agreement, the balance of the PSUs that have not vested as of the time of Participant's termination as a Service Provider (for any or no reason and Conditions for Non-U.S. Participants: IMPORTANT: In accepting whether or not later found to be invalid or in breach of Canadian laws or the Awardterms of the Participant's employment or service agreement, Participant specifically acknowledges if any), and accepts that for Participant's right to acquire any Shares hereunder, will immediately terminate upon Participant's termination as a Service Provider. For purposes of the Awardpreceding sentence, the Participant’s employment or service relationship is considered terminated 's right to vest in the PSUs will terminate effective as of the date that is the earlier of (a1) the date Participant’s employment with the Company or any Affiliate 's status as a Service Provider is terminated; , (b2) the date on which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a notice of termination of service from the Employer, 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. Participant will not earn or be entitled to any pro-rated vesting for that portion of time before (3) the date on which Participant’s the Participant is no longer actively providing service. The right to vest terminatesin the PSUs will not be extended by any notice period (e.g., nor will Participant be entitled to active service would not include any compensation for lost vesting. The Committee contractual notice period or any period of “garden leave” or similar period mandated under Canadian laws or the terms of the Participant's employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively providing services service for purposes of an Award the PSU grant (including whether Participant may still be considered to be providing services a Service Provider while on a leave of absence). Notwithstanding Language Consent. The parties acknowledge that it is their express wish that this Award 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 Notice and Consent. This provision supplements Section 13 of the foregoingAward Agreement: Participant hereby authorizes the Company and the Company's representatives to discuss with and obtain all relevant information from all personnel, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice periodprofessional or not, Participant’s right to vest involved in the Award under the Plan, if any, will terminate effective as administration and operation of the last day Plans. Participant further authorizes the Company and any Parent or Subsidiary and the administrator of the Plans to disclose and discuss the Plans with their advisors. Participant further authorizes the Company and any Parent or Subsidiary to record such information and to keep such information in Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;'s file.

Appears in 1 contract

Samples: Performance Stock Unit Award Agreement (Fortinet Inc)

Termination of Service. This provision replaces Section 4 (a) Except as otherwise provided in Sections 5(b) or 5(c), if the Participant’s Service terminates for any reason, whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Terms and Conditions for Non-U.S. Participants: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for purposes of the Award, Participant’s employment or service relationship is considered terminated as of the earlier of (a) agreement, if any, all unvested Restricted Stock Units shall be forfeited effective on the date the Participant’s employment with the Company or any Affiliate is terminated; (b) Service terminates. The Participant’s date of termination of Service shall mean the date on upon which Participant ceases to provide the Participant’s active service to the Company or any Affiliate; or (c) the date on which Participant receives a notice of termination from the EmployerService terminates, regardless of any notice period during which notice, pay or period in lieu of notice of termination of employment or related payments similar period mandated under employment laws in the jurisdiction where the Participant is employed or damages are provided or required to be provided under local law. Participant will not earn or be entitled to any pro-rated vesting for that portion the terms of time before the date on which Participant’s right to vest terminatesa written employment agreement, nor will Participant be entitled to any compensation for lost vestingif any. The Committee Administrator shall have the exclusive discretion to determine when the Participant’s active Service terminates for purposes of this Award (i.e., when the Participant is no longer actively providing has ceased active performance of services for purposes of an Award (vesting in this Award), including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding absence constitutes a termination of Service for purposes of this Award. (b) If the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s right to Service terminates by reason of death or Disability, any unvested Restricted Stock Units shall vest in the Award under the Plan, if any, will terminate effective immediately as of the last day date of such termination of Service with respect to a number of Restricted Stock Units equal to the product of (A) the Total Number of Restricted Stock Units, multiplied by (B) a fraction, the numerator of which shall be the number of days of Service completed by the Participant during the Performance Period and the denominator of which shall be the total number of days contained in the Performance Period, rounded down to the nearest whole number of Restricted Stock Units. (c) If the Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if Service terminates by reason of the vesting date falls after the end of Participant’s statutory notice periodRetirement (as defined in the attached Appendix), nor will the Participant shall continue to be entitled eligible to any compensation for lost vesting;vest (without regard to the requirement that the Participant continue in Service through the Vesting Date designated in Section 1 above) in a number of Restricted Stock Units equal to the product of (i) the vested percentage determined in accordance with Section 2 above, multiplied by (ii) the product of (A) the Total Number of Restricted Stock Units, multiplied by (B) a fraction, the numerator of which shall be the number of days Service completed by the Participant during the Performance Period and the denominator of which shall be the total number of days contained in the Performance Period, rounded down to the nearest whole number of Restricted Stock Units.

Appears in 1 contract

Samples: Performance Share Unit Agreement (Logitech International Sa)

Termination of Service. This provision replaces Section 4 Option shall terminate prior to the Expiration Date should any of the Terms and Conditions following provisions become applicable: (a) If Participant’s Service terminates for Non-U.S. Participants: IMPORTANT: In accepting any reason (other than death or Disability) while this Option is outstanding, then Participant shall have a period of ninety (90) days (starting with the Awarddate of termination of Service) during which to exercise this Option, Participant specifically acknowledges and accepts that for purposes but in no event shall this Option be exercisable at any time after the Expiration Date. (b) If Participant’s Service terminates by reason of the Award, Participant’s employment death while this Option is outstanding, then the personal representative of Participant’s estate or service relationship the person or persons to whom the Option is considered terminated as transferred pursuant to Participant’s will or in accordance with the laws of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be outstanding, upon the earlier of (aA) the expiration of the one (1) year period measured from the date of Participant’s employment with the Company death or any Affiliate is terminated; (bB) the date on which Participant ceases to provide active service to the Company or any Affiliate; or Expiration Date. (c) If Participant’s Service terminates by reason of Disability while this Option is outstanding, then Participant shall have a period of one (1) year (starting with the date on of such termination of Service) during which Participant receives a notice to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (d) Participant’s date of termination from of Service shall mean the Employerdate upon which Participant’s active Service terminates, regardless of any notice period during which notice, pay or period in lieu of notice of termination of employment or related payments similar period mandated under employment laws in the jurisdiction where the Participant is employed or damages are provided or required to be provided under local law. Participant will not earn or be entitled to any pro-rated vesting for that portion the terms of time before the date on which Participant’s right to vest terminatesa written employment agreement, nor will Participant be entitled to any compensation for lost vestingif any. The Committee Administrator shall have the exclusive discretion to determine when the Participant’s active Service terminates for purposes of this Option (i.e., when the Participant has ceased active performance of services for purposes of vesting in this Option or measuring the period of time during which this Option may be exercised after termination), including whether a leave of absence constitutes a termination of Service for purposes of this Option. (e) During the limited period of post-Service exercisability, this Option may not be exercised unless the Option is exercisable at the time of Participant’s termination of Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Shares for which the Option has not been exercised. However, this Option shall, immediately upon Participant’s termination of Service for any reason, terminate and cease to be outstanding if this Option is not otherwise at that time exercisable. (f) Notwithstanding the foregoing, other than where the Participant’s Service is terminated for cause (as determined by the Administrator), if the exercise of this Option during the limited period of post-Service exercisability is prevented as a result of the provisions set forth in Section 21(a) of the Plan regarding legal compliance with respect to the issuance of Shares, the Option shall remain exercisable until thirty (30) days after the date the Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the last day of Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;prevented from exercising this Option.

Appears in 1 contract

Samples: Stock Option Agreement (Logitech International Sa)

Termination of Service. This The following provision replaces Section 4 paragraph A “Termination” of the Terms and Conditions for Non-U.S. ParticipantsAppendix A: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for For purposes of the AwardRestricted Share Units, the Participant’s employment or service relationship is will be considered terminated terminated, and except where the Award Agreement expressly allows for vesting after termination of employment, the right (if any) to vest in the Restricted Share Units will terminate effective, as of the earlier date that is the earliest of (ai) the date the Participant’s employment relationship with the Company Company, Employer, or any Affiliate of its Subsidiaries is terminated; , or (bii) the date on which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a written notice of termination from the Company or the Employer, regardless of any notice period during which notice, or period of pay in lieu of such notice required under applicable employment law in the jurisdiction where the Participant is employed or related payments or damages are provided or required to be provided under local lawthe terms of the Participant’s employment agreement, if any. The Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Participant’s right to vest terminates, employment is terminated (as determined under this provision) nor will the Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Award Restricted Share Unit award under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s the statutory notice period, nor will the Participant be entitled to any compensation for lost vesting;. Authorization to Release and Transfer Necessary Personal Information. The following provision supplements paragraph D “Data Privacy” of Appendix A: The Participant hereby authorizes the Company or any Subsidiary, including the Employer, and any agents or representatives to (i) discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan, and (ii) disclose and discuss any and all information relevant to the Plan with their advisors. The Participant further authorizes the Company or any Subsidiary, including the Employer, and any agents or representatives to record such information and to keep such information in the Participant’s employee file. If the Participant is a resident of Quebec, the Participant acknowledges and agrees that his or her personal information, including sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the United States. The Participant acknowledges and authorizes the Company and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.

Appears in 1 contract

Samples: Restricted Share Unit Award Agreement (Arconic Corp)

Termination of Service. This provision replaces (i) Except as otherwise provided in this Section 4 2(c), in the event the Participant experiences a Termination of Service for any reason, the Terms and Conditions for Non-U.S. Participants: IMPORTANT: In accepting Participant shall forfeit to the AwardCompany, Participant specifically acknowledges and accepts without compensation, any Restricted Stock Units that for purposes of the Award, Participant’s employment or service relationship is considered terminated are unvested as of the earlier date of such Termination of Service. (aii) Notwithstanding the date foregoing, if the Participant experiences (A) a Termination of Service due to the Participant’s death or Disability, or (B) a Termination of Service by the Company without “Cause” (as defined below), in either case, following the six (6) month anniversary of the Participant’s commencement of employment with the Company or any Affiliate of its Subsidiaries and while any of the Restricted Stock Units are unvested, the Restricted Stock Units shall not be forfeited and instead shall remain outstanding and eligible to vest in accordance with Section 2(b), without regard to the requirement of the Participant’s continued employment or other service through the date of vesting; provided however that, if the FID Date has not occurred as of such Termination of Service, the FID Date must occur no later than one (1) year following the date of such Termination of Service in order for such Restricted Stock Units to remain outstanding and eligible to vest; provided further that such continued vesting shall be subject to and conditioned upon, other than in the case of a Termination of Service due to the Participant’s death: (I) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is terminatedsubject and (II) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that Participant has or may have against the Company and its Affiliates and their respective affiliates, officers, directors, employees, shareholders, agents and representatives, in a form satisfactory to the Company, within twenty-one (21) days (or such longer period as may be required by law) after delivery of the form of release by the Company. For the avoidance of doubt, if the FID Date has not occurred as of the date of the Participant’s Termination of Service and does not occur within one (1) year following the date of such Termination of Service the Participant shall forfeit to the Company, without compensation, any Restricted Stock Units that are unvested as of such one (1) year anniversary of such Termination of Service. (iii) For purposes of this Agreement, notwithstanding anything in the Plan to the contrary, “Cause” shall have the meaning assigned to such term in any employment, consulting or similar agreement between the Participant and the Company or one of its Subsidiaries. To the extent that the Participant is not a party to any such agreement, or there is no definition assigned to “Cause” in such agreement, “Cause” shall mean a Termination of Service resulting from (A) the Participant’s indictment for, conviction of, or pleading of guilty or nolo contendere to, any felony or any crime involving fraud, dishonesty or moral turpitude; (bB) the date on which Participant ceases Participant’s gross negligence with regard to provide active service to the Company or any Affiliate in respect of the Participant’s duties for the Company or any Affiliate; (C) the Participant’s willful misconduct having or, which in the good faith discretion of the Board could have, an adverse impact on the Company or any Affiliate economically or reputation-wise; (D) the Participant’s material breach of this Agreement, or any employment, consulting or similar agreement between the Participant and the Company or one of its Affiliates or material breach of any code of conduct or ethics or any other policy of the Company, which breach (if curable in the good faith discretion of the Board) has remained uncured for a period of ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the agreement or policy has been materially breached; or (cE) the date on which Participant receives a notice of termination from the Employer, 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. Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right continued or repeated failure to vest terminatesperform the Participant’s duties or responsibilities to the Company or any Affiliate at a level and in a manner satisfactory to the Company in its sole discretion (including by reason of the Participant’s habitual absenteeism or due to the Participant’s insubordination), nor which failure has not been cured to the Company’s satisfaction following notice to the Participant. Whether the Participant has been terminated for Cause will Participant be entitled to any compensation for lost vesting. The Committee shall have determined by the exclusive Company’s Chief Executive Officer (or his or her designee) in his or her sole discretion to determine when or, if the Participant is no longer actively providing services for purposes or is reasonably expected to become subject to the requirements of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s right to vest in the Award under the Plan, if any, will terminate effective as Section 16 of the last day Exchange Act, by the Board or the Compensation Committee in its sole discretion. To the extent the Participant is terminated as a member of Participant’s minimum statutory notice periodthe Board of the Company or any of its Affiliates, but Participant will not earn or such termination for “cause” shall be entitled to pro-rated vesting if determined in accordance with the vesting date falls after provisions of Section 141(k) of the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;Delaware General Corporation Law.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Tellurian Inc. /De/)

Termination of Service. This provision replaces Section 4 A. If the Participant is a party to a Service Agreement, the provisions of such Service Agreement shall govern the vesting of the Terms and Conditions for Non-U.S. Participants: IMPORTANT: In accepting Participant’s AO LTIP Units exclusively in the Award, Participant specifically acknowledges and accepts that for purposes event of termination of the Award, Participant’s employment or service relationship is considered terminated as of the earlier of (a) the date Participant’s employment with the Company or any Affiliate is terminated; Subsidiary or Affiliate. The foregoing sentence will be deemed an amendment to this Award Agreement to the extent required to apply applicable terms of the Service Agreement, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Participant’s incentive compensation awards in the event of certain types of terminations of the Participant’s service (bsuch as, for example, termination at the end of the term or termination without Cause by the employer) may require that calculations set forth in this Award Agreement be performed, or vesting occur with respect to the Award, other than as provided herein. B. Subject to Section 3.A above, upon a termination of the Participant’s service by the Company for Cause the Award, including the Vested Portion, shall immediately terminate and be forfeited without consideration. C. Subject to Section 3.A above, upon a termination of the Participant’s service by reason of death, Disability or Retirement, any unvested portion of the Award shall accelerate and immediately vest in full, and the Vested Portion shall remain eligible for conversion (at the option of the Participant or the Company as provided in the Partnership Agreement) until the earlier of (i) three (3) years following such termination of service and (ii) the date on which Participant ceases to provide active service to expiration of the Company or any Affiliate; or (c) the date on which Participant receives a notice of termination from the Employer, 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. Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest terminates, nor will Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence)Fixed Term. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement the consent of the Chief Executive Officer of the Company, which may be withheld in his sole discretion, must be received to accelerate vesting during upon Retirement. D. Subject to Section 3.A above, upon a statutory notice period, termination of the Participant’s right to vest service by the Company for no reason, or for any reason other than for Cause, any unvested portion of the Award shall immediately terminate and be forfeited without consideration and the Vested Portion shall remain eligible for conversion (at the option of the Participant or the Company as provided in the Award under Partnership Agreement) until the Plan, if any, will terminate effective as earlier of (i) one (1) year following such termination of service and (ii) the expiration of the last day Fixed Term. E. Subject to Section 3.A above, upon a termination of the Participant’s minimum statutory notice periodservice by the Participant for any reason other than death, but Disability or Retirement, any unvested portion of the Award shall immediately terminate and be forfeited without ACTIVE/84643248.3 consideration and the Vested Portion shall remain eligible for conversion (at the option of the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after Company as provided in the end Partnership Agreement) until the earlier of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;(i) thirty (30) days following such termination of service and (ii) the expiration of the Fixed Term.

Appears in 1 contract

Samples: Equity Incentive Plan Agreement (General Growth Properties, Inc.)

Termination of Service. This provision replaces supplements Section 4 IX(j) of the Terms and Conditions for Non-U.S. ParticipantsAgreement: IMPORTANT: In accepting in the Award, Participant specifically acknowledges and accepts that for purposes event of involuntary termination of your employment (regardless of the Awardreason for such termination and whether or not later found to be invalid or unlawful, Participant’s including for breaching employment laws in the jurisdiction where you are employed or service relationship is considered terminated the terms of your employment agreement, if any), your right to receive an Award and vest in such Award under the Plan and the Program, if any, will terminate effective as of the date that is the earlier of of: (a1) the date Participant’s you receive written notice of termination of employment with from the Company or any Affiliate is terminated; your Employer, or (b2) the date on which Participant ceases to provide active service to you are no longer actively employed by the Company or any Affiliate; or (c) the date on which Participant receives a notice of termination from the Employer, your Employer 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. Participant Your right, if any, to acquire Shares pursuant to an Award after termination of employment will be measured by the date of termination of your active employment and will not be extended by any notice period mandated under local law. You will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s your right to vest terminates, nor will Participant you be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s your right to vest in the Award under the PlanPerformance Units, if any, will terminate effective as of the last day of Participant’s your minimum statutory notice period, but Participant you will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s your statutory notice period, nor will Participant you be entitled to any compensation for lost vesting;; Form of Settlement - Performance Units Payable Only in Shares. Notwithstanding any discretion in Section 9.5 of the Plan or the Program or anything to the contrary in the Agreement, the Award does not provide any right for you, as a resident of Canada, to receive a cash payment and shall be paid in Shares only.

Appears in 1 contract

Samples: Performance Unit Agreement (Amgen Inc)

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Termination of Service. This The following provision replaces the second paragraph of Section 4 2 and the second sentence of Section 4(a) of the Terms and Conditions for Non-U.S. ParticipantsOption Terms: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for For purposes of this Option, Participant’s status as a Service Provider will be considered terminated (regardless of the Award, reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or rendering services or the terms of Participant’s employment or service relationship is considered terminated agreement, if any) as of the date that is the earlier of (ai) the date of Participant’s employment with the Company or any Affiliate is terminated; termination, (bii) the date on which Participant ceases to provide active service to the Company or any Affiliate; receives notice of termination as a Service Provider, or (ciii) the date on which Participant receives a is no longer actively providing service, and will not be extended by any notice of termination from the Employerperiod (e.g., regardless of active service would not include any contractual notice period during which notice, pay in or any pay-in-lieu of notice or related payments similar period mandated under employment laws in the jurisdiction where Participant is employed or damages are provided rendering services or required to be provided under local law. Participant will not earn or be entitled to any pro-rated vesting for that portion the terms of time before the date on which Participant’s right to vest terminatesemployment or service agreement, nor will Participant be entitled to any compensation for lost vestingif any). The Committee Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award the Options (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding The following provisions apply if Participant resides in Quebec: Consent to Receive Information in English. The parties acknowledge that it is their express wish that the foregoingAward Agreement, if applicable employment standards legislation explicitly requires continued entitlement 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. Consentement Pour Recevoir Des Informations en Anglais. Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement, à la présente convention. Data Privacy. The following provision supplements Section 11 of the Option Terms: Participant hereby authorizes the Company and the Company’s representatives to vesting during a statutory notice perioddiscuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. Participant further authorizes the Company, the Employer and/or any Parent or Subsidiary of the Company to disclose and discuss such information with their advisors. Participant also authorizes the Company, the Employer and/or any Parent or Subsidiary of the Company to record such information and to keep such information in Participant’s right employment file. Notifications Securities Law Information. Participant is permitted to vest in sell Shares acquired under the Award Plan through the designated broker appointed under the Plan, if any, will terminate effective as provided the sale of the last day Shares takes place outside of Participant’s minimum statutory notice periodCanada through the facilities of a stock exchange on which the Shares are listed (i.e., the NASDAQ Global Select Market). Foreign Asset/Account Reporting Information. Participant is required to report any foreign property on form T1135 (Foreign Income Verification Statement) if the total value of the foreign property exceeds C$100,000 at any time in the year. Foreign property includes Shares acquired under the Plan, and may include this Option. This Option must be reported (generally at a nil cost) if the $100,000 cost threshold is exceeded because of other foreign property Participant holds. If Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily would equal the fair market value of the Shares at the time of acquisition, but if Participant will owns other Shares, this ACB may have to be averaged with the ACB of the other Shares. The form must be filed by April 30 of the following year. Participant should consult with his or her personal legal advisor to ensure compliance with applicable reporting obligations. DENMARK Terms and Conditions Nature of Grant. The following provision supplements Section 9 of the Option Terms: By accepting this Option, Participant acknowledges, understands and agrees that it relates to future services to be performed and is not earn a bonus or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;past services. Stock Option Act. Participant acknowledges that he or she has received an Employer Statement in Danish which sets forth additional terms of this Option, to the extent that the Danish Stock Option Act applies to this Option.

Appears in 1 contract

Samples: Stock Option Agreement

Termination of Service. This provision replaces Section 4 Except as specifically set forth herein or as otherwise provided for in the Participant’s written employment agreement or as set forth in the Plan, if the Participant’s appointment or service with the Corporation ceases for any (or no) reason, then: (a) all PRSUs which have then not vested as provided under this Agreement shall be immediately and automatically forfeited without payment of any consideration therefor without further action by the Corporation; (b) and the Participant shall have no further right, title or interest in or to such PRSUs, the underlying shares of Common Stock or any compensation in lieu thereof; and (c) neither the Corporation nor any affiliate of the Terms and Conditions for Non-U.S. Participants: IMPORTANT: In accepting Corporation shall have any further obligations to the Award, Participant specifically acknowledges and accepts that for purposes of the Award, under this Agreement. The Participant’s employment appointment or service relationship is considered terminated with the Corporation shall be deemed to cease as of the earlier last day the Participant is actually and actively providing services to or for the Corporation. Except if required by applicable legal requirements, no period of notice or payment in lieu of notice that follows or is in respect of a period that follows the Participant’s last day of actual and active service shall be deemed to extend the Participant’s last day of service for any purpose, including for the purpose of determining the Participant’s rights or entitlements under this Agreement. Notwithstanding the foregoing, during the Performance Period, all of the outstanding and unvested PRSUs under this Agreement shall subject to achievement of the applicable Performance Goal(s), vest in accordance with Section 4 hereof upon the cessation of the Participant’s appointment or service as a result of: (a) the date Participant’s employment with the Company death or any Affiliate is terminatedDisability; (b) the date on which Participant ceases to provide active service to Participant’s termination by the Company or any AffiliateCorporation without Cause; or (c) the date on which Participant receives a notice of termination from the Employer, 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. Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest terminatestermination by the Participant for Good Reason, nor will Participant be entitled to any compensation for lost vesting. The Committee shall have in each instance as if the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s right to vest appointment or service with the Corporation had not ceased. Further, in the Award event the Participant’s appointment or service is terminated without Cause or by the Participant for Good Reason within one year of a Change in Control (as defined under the Plan), if any, will terminate effective then all outstanding PRSUs shall vest at Target Award levels as of the last day date of such termination and shall be paid no later than sixty (60) days following such termination of the Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;continuous service.

Appears in 1 contract

Samples: Performance Based Restricted Stock Unit Award Agreement (Riot Blockchain, Inc.)

Termination of Service. This The following provision replaces Section 4 paragraph A “Termination” of the Terms and Conditions for Non-U.S. Participants: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for Appendix A. For purposes of the Special Retention Award, in the event of termination of the Participant’s employment relationship (whether or service relationship is considered terminated not in breach of local labor laws), except as otherwise expressly set forth in the Award Agreement, the Participant’s right to vest in the Special Retention Award under the Plan, if any, will terminate effective as of the earlier of (ai) the date Participant’s employment with upon which the Company Participant is no longer actively employed or any Affiliate is terminated; (bii) the date on upon which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a written notice of termination from the Company or the Employer, 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. Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest terminates, nor will Participant be entitled to any compensation for lost vesting. The Committee Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services employed or when the Participant has received notice of such termination for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence)the Special Retention Award. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Special Retention Award under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Participant’s statutory notice period, nor will the Participant be entitled to any compensation for lost vesting;. The Following Provisions Apply for Participants Resident in Quebec: Consent to Receive Information in English. The Participant acknowledges that it is the express wish of the parties that the Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be written in English. Authorization to Release and Transfer Necessary Personal Information. The following provision supplements paragraph D “Data Privacy” of Appendix A. The Participant hereby authorizes the Company and the 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 Participant further authorizes the Company, any Subsidiary and the administrator of the Plan to disclose and discuss the Plan with their advisors. The Participant further authorizes the Company and any Subsidiary to record such information and to keep such information in the Participant’s Employee file.

Appears in 1 contract

Samples: Special Retention Award Agreement (Howmet Aerospace Inc.)

Termination of Service. This The following provision replaces Section 4 paragraph A “Termination” of the Terms and Conditions for Non-U.S. ParticipantsAppendix A: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for For purposes of the AwardRestricted Share Units, and except as expressly required by applicable legislation, in the event of termination of the Participant’s employment relationship (regardless of the reason of termination, whether or not later found to be invalid or unlawful for any reason or in breach of applicable laws in the jurisdiction where the Participant is providing services or the terms of the Participant’s employment or service relationship is considered terminated agreement, if any), except as otherwise expressly set forth in the Award Agreement, the Participant’s right to vest in the Restricted Share Unit award under the Plan, if any, will terminate effective as of the earlier of (ai) the date Participant’s employment with upon which the Company Participant is no longer actively employed or any Affiliate is terminated; (bii) the date on upon which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a written notice of termination from the Company or the Employer, 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. Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest terminates, nor will Participant be entitled to any compensation for lost vesting. The Committee Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services employed or when the Participant has received notice of such termination for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence)the Restricted Share Unit award. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Award Restricted Share Unit award under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Participant’s statutory notice period, nor will the Participant be entitled to any compensation for lost vesting;. French Language Documents. A French translation of the Plan and the Award Agreement can be made available to the Participant as soon as reasonably practicable upon the Participant’s request. The Participant understands that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. Notwithstanding anything to the contrary in the Award Agreement, and unless the Participant indicates otherwise, the French translation of the Plan and the Award Agreement will govern the Participant’s Restricted Share Units and the Participant’s participation in the Plan.

Appears in 1 contract

Samples: Restricted Share Unit Award Agreement (Howmet Aerospace Inc.)

Termination of Service. This The following provision replaces Section 4 paragraph A “Termination” of the Terms and Conditions for Non-U.S. ParticipantsAppendix A: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for For purposes of the Special Retention Award, and except as expressly required by applicable legislation, in the event of termination of the Participant’s employment relationship (regardless of the reason of termination, whether or not later found to be invalid or unlawful for any reason or in breach of applicable laws in the jurisdiction where the Participant is providing services or the terms of the Participant’s employment or service relationship is considered terminated agreement, if any), except as otherwise expressly set forth in the Award Agreement, the Participant’s right to vest in the Special Retention Award under the Plan, if any, will terminate effective as of the earlier of (ai) the date Participant’s employment with upon which the Company Participant is no longer actively employed or any Affiliate is terminated; (bii) the date on upon which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a written notice of termination from the Company or the Employer, 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. Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest terminates, nor will Participant be entitled to any compensation for lost vesting. The Committee Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services employed or when the Participant has received notice of such termination for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence)the Special Retention Award. Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Special Retention Award under the Plan, if any, will terminate effective as of the last day of the Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of the Participant’s statutory notice period, nor will the Participant be entitled to any compensation for lost vesting;. The Following Provisions Apply for Participants Resident in Quebec: French Language Documents. A French translation of the Plan and the Award Agreement can be made available to the Participant as soon as reasonably practicable upon the Participant’s request. The Participant understands that, from time to time, additional information related to the offering of the Plan might be provided in English and such information may not be immediately available in French. Notwithstanding anything to the contrary in the Award Agreement, and unless the Participant indicates otherwise, the French translation of the Plan and the Award Agreement will govern the Special Retention Award and the Participant’s participation in the Plan. Data Privacy. The following provision supplements paragraph D “Data Privacy” of Appendix A: The Participant hereby authorizes the Company and the 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 Participant further authorizes the Company, the Employer and the administrator of the Plan to disclose and discuss the Plan with their advisors. The Participant acknowledges and agrees that the Participant’s personal information, including sensitive personal information, may be transferred or disclosed outside of the Province of Quebec, including to the United States. The Participant further authorizes the Company and the Employer to record such information and to keep such information in the Participant’s employee file. The Participant also acknowledges and authorizes the Company, the Employer and any Subsidiary or affiliate or other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan.

Appears in 1 contract

Samples: Special Retention Award Agreement (Howmet Aerospace Inc.)

Termination of Service. This provision replaces the second paragraph of Section 4 4.5 of the Terms and Conditions for Non-U.S. ParticipantsAward Agreement: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for For purposes of the AwardPSUs, the Participant’s employment or service relationship Service is considered terminated as of the earlier of (a) date the date Participant’s employment with Participant is no longer actually employed or otherwise rendering Service to the Company or any Affiliate is terminated; (b) regardless of the date on which Participant ceases reason for such termination and whether or not later found to provide active be invalid or in breach of employment or other laws or the terms of the Participant’s employment or service to contract, if any). Unless otherwise extended by the Company or expressly provided in the Award Agreement, the Participant’s right to vest in the PSUs, if any, will terminate effective as of such date (the “Termination Date”). The Termination Date will not be extended by any Affiliate; or common law notice period. Notwithstanding the foregoing, however, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the PSUs under the Award Agreement, if any, will be allowed to continue for that minimum notice period but then immediately terminate effective as of the last day of the Participant’s minimum statutory notice period (c) except as set forth in Section 4.2 of the Award Agreement). In the event the date on which the Participant receives a notice is no longer providing actual service cannot be reasonably determined under the terms of termination from this Award Agreement and/or the EmployerPlan, regardless the Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of any period during which notice, pay in lieu of notice or related payments or damages are provided or required the PSUs (including whether the Participant may still be considered to be provided under local lawproviding services while on a leave of absence). Any portion of the PSUs that is not vested on the Termination Date shall terminate immediately and be null and void, except as set forth in Section 4.2 of the Award Agreement. Subject to the foregoing, unless the applicable employment standards legislation specifically requires, in the Participant’s case, the Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which the Participant’s right to vest terminatesservice relationship is terminated (as determined under this provision), nor will the Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s right to vest in the Award under the Plan, if any, will terminate effective as of the last day of Participant’s minimum statutory notice period, but Participant will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;.

Appears in 1 contract

Samples: Stock Incentive Plan Agreement (Morningstar, Inc.)

Termination of Service. This provision replaces Section 4 (a) Except as otherwise provided in Sections 5(b) or 5(c), if the Participant’s Service terminates for any reason, whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Terms and Conditions for Non-U.S. Participants: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for purposes of the Award, Participant’s employment or service relationship is considered terminated as of the earlier of (a) agreement, if any, all unvested Restricted Stock Units shall be forfeited effective on the date the Participant’s employment with the Company or any Affiliate is terminated; (b) Service terminates. The Participant’s date of termination of Service shall mean the date on upon which Participant ceases to provide the Participant’s active service to the Company or any Affiliate; or (c) the date on which Participant receives a notice of termination from the EmployerService terminates, regardless of any notice period during which notice, pay or period in lieu of notice of termination of employment or related payments similar period mandated under employment laws in the jurisdiction where the Participant is employed or damages are provided or required to be provided under local law. Participant will not earn or be entitled to any pro-rated vesting for that portion the terms of time before the date on which Participant’s right to vest terminatesa written employment agreement, nor will Participant be entitled to any compensation for lost vestingif any. The Committee Administrator shall have the exclusive discretion to determine when the Participant’s active Service terminates for purposes of this Award (i.e., when the Participant is no longer actively providing has ceased active performance of services for purposes of an Award (vesting in this Award), including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding absence constitutes a termination of Service for purposes of this Award. (b) If the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, Participant’s right to Service terminates by reason of death or Disability, any unvested Restricted Stock Units shall vest in the Award under the Plan, if any, will terminate effective immediately as of the last day date of such termination of Service. (c) If the Participant’s minimum statutory notice periodService terminates by reason of Retirement, but Participant will not earn or be entitled any unvested Restricted Stock Units shall continue to pro-rated vesting if vest (in accordance with the vesting date falls after schedule set forth in Section 2) on any Vesting Date that occurs subsequent to the end of Participant’s statutory notice perioddate of termination of Service without regard to the requirement that the Participant continue in Service through the applicable Vesting Date and subject to the Participant’s continued compliance with any post-termination restrictive covenants to which the Participant may be subject, nor will Participant be entitled including, without limitation, the provisions of the Logitech Employee Non-disclosure Agreement. For purposes of this Section 5(c), the definition of Retirement is set forth in the country-specific provisions in the attached Appendix that apply to any compensation for lost vesting;the Participant.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Logitech International Sa)

Termination of Service. This provision replaces supplements Section 4 5 of the Terms and Conditions for Non-U.S. ParticipantsAgreement: IMPORTANT: In accepting the Award, Participant specifically acknowledges and accepts that for For purposes of the AwardOption, the Participant’s Termination of Service (for any reason whatsoever, whether or not later found to be invalid, unlawful or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant’s employment or service relationship agreement, if any), will be measured by the date that is considered terminated as of the earlier earliest of (ai) the date on which the Participant’s employment with the Company or any Affiliate Employer is terminated; , or (bii) the date on which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a written notice of termination from the Employer, 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. For greater certainty, the Participant will not earn or be entitled to any pro-rated vesting or exercisability for that portion of time before the date on which the Participant’s right to vest or exercise terminates, nor will the Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Participant’s right to vest in the Award under the PlanRSUs, if any, will terminate effective as upon the expiry of the last day of Participant’s minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting or exercisability if the vesting date falls after the end of Participant’s the statutory notice period, nor will the Participant be entitled to any compensation for lost vesting;. Authorization to Release Necessary Personal Information. This provision supplements Section 12 of the Agreement: The Participant hereby authorizes the Company and the 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 Participant further authorizes the Company and any Affiliate and the administrator of the Plan to disclose and discuss the Plan with their advisors. The Participant further authorizes the Employer to record such information and to keep such information in the Participant’s employee file.

Appears in 1 contract

Samples: Global Non Qualified Stock Option Agreement (EPAM Systems, Inc.)

Termination of Service. This The following provision replaces Section 4 supplements the “Termination of Employment” section of the Terms and Conditions for Non-U.S. Participants: IMPORTANTAward Agreement: In accepting the Award, Participant specifically acknowledges and accepts that for purposes event of the Award, Participanttermination of Awardee’s employment (whether or service relationship is considered terminated as not in breach of the earlier of (a) the date Participant’s employment with the Company or any Affiliate is terminated; (b) the date on which Participant ceases to provide active service to the Company or any Affiliate; or (c) the date on which Participant receives a notice of termination from the Employerlocal labor laws), 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. Participant will not earn or be entitled to any pro-rated vesting for that portion of time before the date on which Participant’s right to vest terminates, nor will Participant be entitled to any compensation for lost vesting. The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of an Award (including whether Participant may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, ParticipantAwardee’s right to vest in the Award under the PlanRestricted Stock Units to, if any, will terminate effective as of the last day date that is the earliest of Participant(1) the date Awardee’s minimum statutory employment is terminated, (2) the date Awardee receives notice periodof termination from the Employer, but Participant or (3) the date Awardee is no longer actively providing service, regardless of any notice period or period of pay in lieu of such notice required under the employment laws in the jurisdiction where Awardee is employed or providing services or the terms of Awardee’s employment contract, if any; the Committee, or an officer of the Company to whom it delegates authority to administer the Plan, shall have the discretion to determine when Awardee is no longer actively providing service for purposes of the Award (including whether Awardee may still be considered to be providing service while on a leave of absence). The following provision will not earn apply if Awardee is a resident of Quebec: French Language Provision. The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be entitled drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous documents exécutés, xxxx xxxxxx et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la convention. 16 Data Privacy. This provision supplements the “Data Privacy” section of the Award Agreement: Awardee hereby authorizes the Company and the Company’s representatives to pro-rated vesting discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Awardee further authorizes the Company, the Employer and/or any Affiliate to disclose and discuss such information with their advisors. Awardee further authorizes the Company, the Employer and/or any Affiliate to record such information and to keep such information in Awardee’s employment file. Notifications Securities Law Information. Awardee is permitted to sell Stock acquired under the Plan through the designated broker appointed under the Plan, if any, provided the vesting date falls after resale of Stock acquired under the end Plan takes place outside of Participant’s statutory notice period, nor will Participant be entitled to any compensation for lost vesting;Canada. Foreign Asset/

Appears in 1 contract

Samples: Global Restricted Stock Unit Agreement (Performance Based Awards)

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