Treatment on Termination. (a) Subject to clauses (b) – (d) below, if the Participant incurs a Termination prior to the Regular Vesting Date (as defined on Exhibit A), (i) the Participant’s Performance Share Units shall cease vesting and (ii) the Participant shall forfeit all unvested Performance Share Units to the Company for no consideration as of the Termination Date.
Treatment on Termination. If the Participant incurs a Termination prior to the Vesting Date, (i) the Participant’s Restricted Stock Units shall cease vesting and (ii) the Participant shall forfeit all unvested Restricted Stock Units to the Company for no consideration as of the Termination Date. Notwithstanding the foregoing, if the Participant incurs a Termination due to death or Disability, the Restricted Stock Units shall, to the extent not then vested or previously forfeited or cancelled, become fully vested and the Restricted Period shall expire.
Treatment on Termination. (a) Subject to clauses (b) – (d) below, if the Participant incurs a Termination, the Participant shall forfeit the Unvested Portion of the Option to the Company for no consideration as of the Termination Date and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 5.
Treatment on Termination. (a) Subject to clauses (b) – (d) below, if the Participant incurs a Termination prior to the Regular Vesting Date (as defined on Exhibit A), (i) the Participant’s Performance Share Units shall cease vesting and (ii) the Participant shall forfeit all unvested Performance Share Units to the Company for no consideration as of the Termination Date. Notwithstanding anything to the contrary in the foregoing, in the event a Participant incurs a Termination of Employment and such Participant continues to provide services to the Company, or any of its Affiliates or Subsidiaries in a non-employee capacity pursuant to a written consulting or similar agreement (a “Consulting Agreement”) with the Company or any of its Affiliates or Subsidiaries expressly providing for continued vesting through the earlier of (x) the duration of such post-employment period or (y) the [vesting date], subject to the Participant’s execution, delivery, and non-revocation of a waiver and release of claims in favor of the Company and its Affiliates and Subsidiaries in a form prescribed by the Company on or prior to the 60th day following the Termination Date, then the Participant, solely for purposes of this Section 6(a), shall be deemed not to have incurred a Termination (solely for vesting purposes) until the date the Participant ceases to provide services pursuant to such Consulting Agreement, such that the Participant shall not forfeit any unvested Performance Share Units as of the Participant’s Termination of Employment and the Participant shall continue to be eligible to vest in the Participant’s Performance Share Units with respect to any Regular Vesting Date that occurs during the period in which the Participant provides services pursuant to such Consulting Agreement.
Treatment on Termination. Upon termination of this Agreement by either party for any reason whatsoever, each party shall forthwith return to the other party all material constituting or containing Confidential Information of the other party, in a format that is usable or capable of conversion to a usable format, and no party thereafter shall use, appropriate, or reproduce such information or disclose such information to any third party. All costs of converting Confidential Information to a format useable by the recipient shall be borne by the recipient.
Treatment on Termination. Except to the extent that the terms of a written agreement signed by the Grantee and the Company or a written policy of the Company, as may be in effect from time to time, applicable to the Grantee (as determined in the sole discretion of the administrator of such policy) would produce a more favorable result for the Grantee, if the Grantee’s Continuous Service terminates, the following terms shall apply:
Treatment on Termination. In the event of the Participant’s termination of employment or services during the Company’s 2020 fiscal year due to death, Disability, termination by the Company and its Affiliates without Cause or termination by the Participant for Good Reason, the Participant shall be entitled to a prorated payment equal to the product of (x) the 2020 Award, if any, that the Participant would have earned for the 2020 fiscal year (calculated without regard to such termination) based on achievement of the applicable performance goals (as described in Exhibit A) and (y) a fraction, the numerator of which is the number of days that the Participant was employed by or providing services to the Company or its Affiliates during the 2020 fiscal year and the denominator of which is 365 (the “Pro-Rata 2020 Award”). The Pro-Rata 2020 Award (if any) shall be paid at the same time and subject to the same terms under Section 3 of this Agreement. Notwithstanding anything in this Agreement to the contrary, the Participant shall forfeit the 2020 Award (or the Pro-Rata 2020 Award, as applicable) and have no right to payment hereunder if the Participant’s employment or services are terminated for Cause or Participant voluntarily terminates the Participant’s employment or services without Good Reason, at any time during the Company’s 2020 fiscal year; provided that if Participant’s employment is terminated for any reason following the end of the Company’s 2020 fiscal year but prior to payment of the 2020 Award (or Pro-Rata 2020 Award), if any, such payment will remain payable to the Participant pursuant to Section 3 of this Agreement.
Treatment on Termination. Except as provided in the Grant Notice, if the Participant incurs a Termination prior to the Vesting Date, (i) the Participant’s Restricted Stock Units shall cease vesting and (ii) the Participant shall forfeit all unvested Restricted Stock Units to the Company for no consideration as of the Termination Date. Notwithstanding the foregoing, if the Participant incurs a Termination due to death or Disability, the Restricted Stock Units shall, to the extent not then vested or previously forfeited or cancelled, become fully vested and the Restricted Period shall expire.
Treatment on Termination a. Subject to Section 6(b) below, if the Participant incurs a Termination prior to an applicable Vesting Date, any unvested portion of the Performance Award shall be forfeited for no consideration. For the avoidance of doubt, if the Participant incurs a Termination on or after a Vesting Date but such portion of the Performance Award that vested on such Vesting Date remains unpaid, the Participant shall remain eligible to receive such portion of the Performance Award pursuant to Section 5.
b. If a Change in Control occurs: (i) within the First Tranche Performance Period (as defined in Exhibit A), the entire Performance Award (i.e., for all three of the Performance Periods in Exhibit A) shall automatically convert into Restricted Stock Units, with the number of Shares underlying such Restricted Stock Units based on the number of Shares deliverable at “Target Performance” (as described in Exhibit A); (ii) in the Second Tranche Performance Period or Third Tranche Performance Period (each as defined in Exhibit A), the remaining unvested portion of the entire Performance Award shall automatically convert into Restricted Stock Units, with the number of Shares underlying such Restricted Stock Units based on the results of the performance measures outlined in Exhibit A for the most recently completed Performance Period that ended prior to the Change in Control (as applied to the portion of the Performance Award that remains outstanding). Any Restricted Stock Unit under this Section 6(b) will remain unvested until the applicable Vesting Date; provided that, in the event that the Participant’s employment or services is involuntarily terminated without Cause or for Good Reason following a Change in Control and prior to any Vesting Date, the Restricted Stock Units shall be one hundred percent (100%) vested as of such Termination date. Any Shares payable pursuant to a Restricted Stock Unit under this Section 6(b) shall be settled as soon as administratively practicable but not later than thirty (30) days of the Vesting Date.
Treatment on Termination. If the Participant incurs a Termination for any reason, the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 5.
