Separation from Service without Cause Clause Samples

Separation from Service without Cause. If the Participant has a Separation from Service without Cause (as defined in the Plan), then: (i) the PSU Separation Pro-Rated Number of performance-based Restricted Share Units shall continue to vest, on the same terms that such performance-based Restricted Share Units would have vested had the Participant remained an employee, but without the requirement of continued employment provided, however, that if the vesting date under such terms is earlier than the Release Finalization Date, the performance-based Restricted Share Units shall vest effective as of the Release Finalization Date; and (ii) any remaining performance-based Restricted Share Units not vesting as provided above shall be forfeited effective as of the date of Separation from Service without Cause. Notwithstanding the foregoing, the vesting and payout of any performance-based Restricted Share Units pursuant to this Section 3(d) shall be subject to the satisfaction of any conditions required for payout of the performance-based Restricted Share Units pursuant to this Agreement and the Plan. In no event shall the vesting treatment pursuant to this Section 3(d) accelerate the settlement of any Restricted Share Units if such Restricted Share Units are otherwise subject to Section 409A of the Code.

Separation from Service without Cause. The Company may cause a separation from service and Executive’s employment shall terminate without Cause at any time by the service of written notice of separation from service and termination to the Executive specifying an effective date of such separation and termination not sooner than ten (10) days after the date of such notice (the “Separation from Service Date”). In the event the Executive is separated and terminated without Cause (other than a CC Separation from Service under Section 6.3 of this Agreement), the Executive will receive as compensation: (i) for a period of 18 months his Base Salary (as in effect on the Separation from Service Date) plus bonus payable under COIP (based upon the incentive target percentage in effect on the Separation from Service Date and assuming Company performance at 100% of target); and (ii) any vacation pay accrued through the Separation from Service Date. The payment of such amounts shall be made during the remaining term of the Agreement in installments consistent with the Company’s normal payroll practices (including proration of bonus and payment of bonus when normally paid by the Company) but, if on the Separation from Service Date, the Executive is a “specified employee” as defined in regulations under Section 409A of the Code, such payments, to the extent not exempt, will commence on the first payroll payment date which is more than six (6) months following the Separation from Service Date (except as otherwise required under 11.11 hereof) and the first payment shall include any amounts that would have otherwise been payable during the six month period.

Separation from Service without Cause. In the event of your involuntary separation from service with the Employer without Cause within 24 months after the effective date of a Change in Control and prior to the last Vesting Date, all unvested Option Shares will become vested on the date of such separation from service.

Separation from Service without Cause. The Company may at any time sever the Executive’s service with the Company by delivery of a Notice of Separation from Service for any reason other than Cause or the Executive’s death or disability.

Separation from Service without Cause. In the event of your involuntary separation from service with the Employer without Cause within 24 months after the effective date of a Change in Control and prior to the Vesting Date, you will vest in your Performance Shares on the date of such separation from service.

Separation from Service without Cause. The Company shall have the right at any time during the Term to separate the Executive from service hereunder without Cause. Upon such a separation from service, or the separation from service by the Executive for Good Reason, and subject to Executive executing a separate written agreement releasing Company, its affiliates and employees from all employment related claims, the Company’s sole obligation hereunder, shall be to pay (or, in the case of benefits specified in clause (iii), provide) to the Executive; i. an amount equal to any Annual Salary accrued and due and payable to the Executive hereunder on the date of separation from service (to be paid in accordance with the Company’s usual payroll practices), ii. continuation of Executive’s Annual Salary for a two year period after the date of Executive’s separation from service (to be paid in accordance with the Company’s usual payroll practices) iii. all benefits specified in Section 3.4 hereof during the two year period following such separation from service, (to the extent Executive’s is no longer eligible to receive the Section 3.4 benefits during this two year period due to change in employment status, Company shall reimburse Executive’s reasonable expenses in securing comparable benefits during such time), iv. the greater of (A) Executive’s “target” Annual Bonus as may be established by the Compensation Committee for the fiscal year in which the date of separation occurs, (B) 90% of Executive’s Annual Salary for the year in which separation from service occurs, or (C) the amount of the Annual Bonus for the fiscal year preceding the fiscal year in which the date of separation from service occurs, (to be determined and paid following completion of the fiscal year during which separation occurs) with an equal additional amount to be paid on the first anniversary of the payment of such Annual Bonus, with each such payment to be reduced by the amount the Company may have contributed to Executive’s 401(k) account with the Company during the prior fiscal year, and v. notwithstanding anything set forth in the terms and conditions of applicable Stock Award agreements, the Stock Awards granted prior to such separation shall immediately vest and, in the case of stock options, shall remain exercisable for Exercise Period.

Separation from Service without Cause. In the event of your involuntary separation from service with the Company and its Affiliates without Cause within 12 months after the effective date of a Change in Control and prior to the last Vesting Date, all unvested Restricted Stock Units will become vested on the date of such separation from service.

Separation from Service without Cause. If the Participant has a Separation from Service without Cause (as defined in the Plan), then: (i) any unvested Restricted Share Units that were scheduled to vest within 365 days from the date of separation and were granted more than 365 days preceding the date of separation, shall vest effective as of the Release Finalization Date; (ii) the Separation Pro-Rated Number of Restricted Share Units that were scheduled to vest within 365 days from the date of separation, and were granted less than 365 days prior to the date of separation, shall vest effective as of the Release Finalization Date; and (iii) any remaining Restricted Share Units not vesting as provided above shall be forfeited effective as of the date of Separation from Service without Cause. Notwithstanding the foregoing, the vesting and payout of any Restricted Share Units pursuant to this Section 3(e) shall be subject to the satisfaction of any conditions required for payout of the Restricted Share Units pursuant to this Agreement and the Plan.

Separation from Service without Cause. If the Participant’s employment with the Company is terminated as a result of a Separation from Service without Cause (as defined in the Plan), then: (i) the PSU Separation Pro-Rated Number of performance-based Restricted Share Units shall continue to vest, on the same terms that such performance-based Restricted Share Units would have vested had the Participant remained an employee, but without the requirement of continued employment; and (ii) any remaining performance-based Restricted Share Units not vesting as provided above shall be forfeited effective as of the date of separation. Notwithstanding the foregoing, the vesting and payout of any performance-based Restricted Share Units pursuant to this Section 3(e) shall be subject to the satisfaction of any conditions required for payout of the performance-based Restricted Share Units pursuant to this Agreement and the Plan.