Termination of Employment Change of Control. (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among the Company and its Subsidiaries shall not be considered a termination of employment. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment.
(b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s employment with the Company terminates due to the Grantee’s Retirement (as defined in the last Section hereof), all RSUs shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death.
(c) Subject to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all RSUs.
(d) Notwithstanding any other provision contained herein or in the Plan, in the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of C...
Termination of Employment Change of Control. (a) In the event of the Participant’s death prior to the termination of his Continuous Service, any unvested Stock Units shall immediately vest and the underlying Unit Shares shall be immediately delivered to the Participant’s beneficiary or beneficiaries.
(b) Upon the termination of Participant’s Continuous Service with the Company for any reason other than the Participant’s death, any unvested Stock Units shall immediately be forfeited.
(c) In the event of a Change of Control all unvested Stock Units shall vest and the underlying Unit Shares shall be immediately delivered to the Participant.
(d) The parties may not accelerate the delivery of any Stock Units before the dates set forth above.
Termination of Employment Change of Control. (a) Notwithstanding any other provision contained herein:
(i) if the Participant's employment with the Company is terminated by the Company for "cause" (as defined below) or by the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment.
(ii) if the Participant's employment with the Company is terminated by the Company other than for "cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant.
(iii) if the Participant dies or in the event the Participant's employment with the Company is terminated by the Company for reason of the Participant's "permanent disability" (as defined below), the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty (60) and (y) 25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. For purposes of this Section 4(a), the terms "cause", "good reas...
Termination of Employment Change of Control. The following provision supplements the Termination of Employment; Change of Control section of the Key Employee RSU Agreement: Due to legal restrictions in China, the Participant agrees that the Company reserves the right to require the automatic sale of any Shares acquired at vesting of the Restricted Stock Units upon the termination of the Participant’s Active Status with the Company or any Subsidiary or affiliate of the Company for any reason, including without limitation, voluntary termination by the Participant, termination because of the Participant’s Retirement, Disability or death or termination by the Company or any Subsidiary or affiliate of the Company because of Misconduct. The Participant hereby authorizes the sale of all Shares issued to him or her as soon as administratively practicable after the applicable termination of Active Status and pursuant to this authorization. The Participant further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares and the Participant expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Participant acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of Shares, the Participant will receive the sale proceeds less any amounts necessary to satisfy Tax-Related Items and applicable transaction fees or commissions. Due to currency exchange conversion rate fluctuation between the applicable vesting date of the Restricted Stock Units and (if later) the date on which the Shares are sold, the amount of sale proceeds may be more or less than the fair market value of the Shares on the applicable vesting date (which is the relevant amount for purposes of calculating amounts necessary to satisfy applicable Tax-Related Items). Furthermore, the Company reserves the right not to apply Section 3.3 of the Key Employee RSU Agreement, in which case, Sections 1 and 3.1 of the Key Employee RSU Agreement shall be deemed amended, accordingly, such that no references to continued vesting after a termination due to Retirement shall apply to the Restricted Stock Units. Alternatively, provided the Participant is not subject to taxation in the United States, the Company reserves the right to accelerate vesting of the Restricted Stock Units such that the Award would become fully vested as of the date Active Status terminates due to Retir...
Termination of Employment Change of Control. (a) In the event of the Participant’s death prior to the vesting of all Stock Units granted under this Agreement or prior to delivery of all Unit Shares after vesting has occurred, any unvested Stock Units, if any, shall immediately vest and the underlying Unit Shares shall be immediately delivered to the Participant’s beneficiary or beneficiaries.
(b) Upon the termination of Participant’s Continuous Service with the Company as a result of a Disability, any unvested Stock Units shall immediately vest.
(c) In the event of the termination of the Participant’s Continuous Service by the Company for Cause or by the Participant other than for Good Reason, any unvested Stock Units shall immediately be forfeited.
(d) Upon the termination of the Participant’s Continuous Service by the Company without Cause or by the Employee for Good Reason, any unvested Stock Units shall immediately vest.
(e) In the event of a Change of Control, any unvested Stock Units shall immediately vest and the underlying Unit Shares of all vested Stock Units shall be immediately delivered to the Participant.
(f) The parties may not accelerate the delivery of any Stock Units before the dates set forth above.
Termination of Employment Change of Control. The following provisions will apply in the event your employment with the Company or any direct and indirect wholly-owned subsidiary (collectively, the “Company Group”) terminates, or a Change of Control of the Company occurs prior to the Fourth Vesting Date under the Cash-Settled Restricted Stock Unit Award Agreement awarded to you (the “Agreement”).
Termination of Employment Change of Control. (a) Termination at age 55 and above.
(i) If a Participant terminates from employment at age 55-61 other than for Cause (for these purposes, “Early Retirement”), the PSUs will become non-forfeitable in accordance with Table B and will be paid to the extent earned in accordance with Section 3. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the Termination Date will be paid to the extent earned in accordance with Section 3. [Modify vesting as appropriate.]
(ii) If a Participant terminates from employment at age 62 or later other than for Cause (for these purposes, “Retirement”), the PSUs which have been held by the Participant until 1/1/20__ will be deemed to be non-forfeitable and will be paid to the extent earned in accordance with Section 3. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the Termination Date will be paid to the extent earned in accordance with Section 3. [Modify vesting as appropriate.]
Termination of Employment Change of Control. Notwithstanding any provisions of this Agreement to the contrary, the Executive’s employment hereunder shall automatically terminate upon his death and may be terminated earlier in accordance with the provisions of subparagraphs A, B, C and D of this Section 9.
A. The Executive’s employment may be terminated by the Company upon fifteen (15) days’ prior written notice to the Executive “for cause.” For the purposes of this Employment Agreement, “for cause” means: (i) conviction of the Executive of fraud or a felony; (ii) embezzlement from the Company; (iii) willful and continued material failure by the Executive to perform the duties and services required under this Agreement for a continuous period of forty-five (45) days following written notice thereof from the Company; or (iv) the Executive voluntarily leaving the employ of the Company, other than as provided in subparagraph D below, prior to the expiration of the Employment Term. Except with respect to the for cause events specified in clauses (i) and (iv) above, the Company may not terminate the Executive for cause unless such for cause event, instance, happening, behavior, etc. continues uncured for a period of thirty (30) consecutive days following the date of receipt by the Executive specifying the nature of such for cause event, instance, happening, behavior, etc.
Termination of Employment Change of Control. 3.1 If the Participant’s employment terminates for any reason prior to the vesting of some or all of the PSUs (except in connection with a Change of Control as described in Section 3.2 below and Section 12.10 of the Plan), all unvested PSUs granted hereunder shall immediately be forfeited.
3.2 If a Change of Control occurs prior the end of the Performance Period, the performance goal in Section 1.2 shall be waived and the Final PSUs shall equal the Target Award, which will continue to be subject to the vesting schedule set for in Section 1.5. If a Change of Control occurs after the end of the Performance Period but before the Final PSUs have fully vested in accordance with Section 1.5 above, the unvested PSUs shall vest and all restrictions shall lapse, if, within one year following such Change of Control, the Participant’s employment with the Company is terminated by the Company without Cause or by such Participant with Good Reason, as further described in Section 12.10 of the Plan. 1 To be included if applicable.
Termination of Employment Change of Control. (a) In the event the employment of the Optionee by the Company or by any parent or subsidiary of the Company is terminated, other than in the circumstances specified in subsection (b) or (c) below, the Option held by the Optionee may be exercised at any time prior to its expiration date or the expiration of six months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option on the date of such termination.
(1) In the event the Optionee’s employment is terminated because of death, the Option held by the Optionee may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to its expiration date or the expiration of twelve months after the date of death, whichever is the shorter period. The Option shall be exercisable only by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or by the laws of descent and distribution of the state or country of the Optionee’s domicile at the time of death.
(2) In the event the Optionee’s employment is terminated by retirement at normal retirement age as defined under the provisions of the Company’s Retirement Plan, the Option may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to its expiration date, the expiration of five years after the date of such termination of employment, or the expiration of one year after the date of death of the Optionee following termination of employment, whichever period is shorter.
(3) If the Optionee’s employment is terminated under conditions of early retirement as defined under the provisions of the Company’s Retirement Plan, the Option may be exercised at any time prior to its expiration date or the expiration of twelve months after the date of such termination of employment, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option on the date of termination.
(4) In the event of termination of employment because of total disability, the Option may be exercised with respect to all remaining shares subject thereto, free of the vesting requirements of paragraph 2.2, at any time prior to the expiration date of the Option or twelve months after the date of such termination of employment, whichever is the shorter period. The ...
