Termination of Continuous Service Sample Clauses

Termination of Continuous Service. (i) If the Participant’s Continuous Service terminates for any reason before the Determination Date, other than the Participant’s (A) termination by the Company without Cause, (B) death, or (C) Disability, no Executive Performance RSUs will be awarded to the Participant, except as provided in Section 2(e) below. (ii) If, before the Determination Date, the Participant’s Continuous Service is terminated by the Company without Cause, or due to death or Disability, the Participant will be awarded a number of vested Executive Performance RSUs on the Distribution Date equal to the product obtained by multiplying “X” by “Y” where “X” equals the number of Executive Performance RSUs such Participant would have been entitled to receive had such Participant remained in Continuous Service until the Determination Date and “Y” equals a fraction, the numerator of which is the number of days of Continuous Service during the Performance Period the Participant had completed as of the date of his or her termination of Continuous Service and the denominator of which is 365. (iii) If the Participant’s Continuous Service terminates on or after the Determination Date, but before the Executive Performance RSUs have fully vested under Section 2(d) or (e) below: A. If the Participant’s Continuous Service is terminated by the Company for Cause, the Participant will forfeit all Executive Performance RSUs, including any Executive Performance RSUs that have vested under Section 2(d). B. If the Participant terminates Continuous Service due to death or Disability, the Participant will vest in any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the full number of Executive Performance RSUs that were awarded to the Participant in accordance with Section 3 below. C. If the Participant’s Continuous Service is terminated other than (A) due to death or Disability, or (B) by the Company for Cause, the Participant will forfeit any Executive Performance RSUs that have not vested under Section 2(d) or (e), and the Company will distribute Shares to the Participant equal to the number of Executive Performance RSUs that already have vested in accordance with Section 3 below.

Termination of Continuous Service. Except as otherwise provided in this Section 3, the unvested portion of the award shall be forfeited as of the date (the “Termination Date”) that the Grantee actually ceases to provide services to the Company or any Affiliate in any capacity of Employee, Director or Consultant (irrespective of whether the Grantee continues to receive severance or any other continuation payments or benefits after such date) (such cessation of the provision of services by Grantee being referred to as “Service Termination”). A Service Termination shall not occur and Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Subsidiary or Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Subsidiary or Affiliate in any capacity of Employee, Director or Consultant.

Termination of Continuous Service. In the event Participant’s Continuous Service (as defined below) is terminated for any reason prior to the full vesting of the Restricted Stock Units, the Restricted Stock Units granted hereunder shall terminate to the extent they are not vested as of the termination of Participant’s Continuous Service, as determined in accordance with Section 9(h) below, and Participant shall not have any right to receive any Shares subject to such unvested Restricted Stock Units. For purposes of this Agreement:

Termination of Continuous Service. This Award shall be canceled and become automatically null and void immediately after termination of your Continuous Service for any reason, but only to the extent you have not become vested, pursuant to the foregoing terms, on or at the time your Continuous Service ends.

Termination of Continuous Service. A. Continuous service shall terminate when the employee: 1. Quits, resigns, or is otherwise separated from employment; 2. Retires; 3. Is discharged; 4. Fails to timely return without permission from: a. Leave of absence; b. Recall after layoff; c. Sick leave; d. Disability leave, separation, or retirement; e. Occupational injury leave; or

Termination of Continuous Service. 26.5 3.1. If Participant’s Continuous Service is terminated, this Option will remain exercisable as follows: 1 Calculated based on the greater of (a) the closing price on the date of grant and (b) the 30 day average closing price ending on and including the date of grant. (a) If Participant’s termination of Continuous Service is due to death, all unvested Shares will terminate and all vested Shares will be exercisable by Participant’s designated beneficiary, or if none, the person(s) to whom such Participant’s rights under this Option are transferred by will or the laws of descent and distribution for one (1) year following the Termination Date (but in no event beyond the term of this Option). (b) If Participant’s termination of Continuous Service is due to Disability (as such term is defined in Participant’s Employment Agreement with the Company dated as of the date hereof (the “Employment Agreement”)), all unvested Shares will terminate and all vested Shares will be exercisable by Participant for one (1) year following the Termination Date (but in no event beyond the term of this Option). (c) If Participant’s termination of Continuous Service is due to termination for Cause (as such term is defined in the Employment Agreement) or voluntary termination without Good Reason (as such term is defined in the Employment Agreement) by Participant, the Shares will terminate on the Termination Date, regardless of whether the Shares were then exercisable. (d) If Participant’s termination of Continuous Service is due to any other reason, all unvested Shares will terminate on the Termination Date and all Shares (to the extent exercisable as of the Termination Date) will be exercisable for a period of three (3) months following such Termination Date (but in no event beyond the term of this Option) and will thereafter terminate. Participant’s status as an employee will not be considered terminated in the case of leave of absence agreed to in writing by the Company (including but not limited to military and sick leave); provided, that, such leave is for a period of not more than three (3) months or reemployment upon expiration of such leave is guaranteed by contract or statute. 26.10 3.2. Nothing in the Plan or this Agreement will confer on Participant any right to the continuation of service with the Company, or any of its Subsidiaries, or interfere in any way with the right of the Company or its Subsidiaries to terminate her Continuous Service at any time.

Termination of Continuous Service. In the event of the Participant’s termination of Continuous Service for any reason during the Period of Restriction (other than by reason of the Participant’s death, Disability or Retirement, or after a Change of Control), all RSUs held by the Participant at the time of his or her termination of Continuous Service and still subject to the Period of Restriction shall be forfeited to the Company.

Termination of Continuous Service. Except as otherwise provided below, if the Grantee’s employment or service with the Company and its Subsidiaries is terminated for any reason prior to the Settlement Date, all Performance Shares and Dividend Equivalents subject to this Agreement shall be immediately forfeited.

Termination of Continuous Service. The Committee may establish and set forth in the applicable Award Agreement the terms and conditions on which an Option shall remain exercisable, if at all, following termination of a Participant’s Continuous Service. The Committee may waive or modify these provisions at any time. To the extent that a Participant is not entitled to exercise an Option at the date of his or her termination of Continuous Service, or if the Participant (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Award Agreement or below (as applicable), the Option shall terminate and the Shares underlying the unexercised portion of the Option shall revert to the Plan and become available for future Awards. In no event may any Option be exercised after the expiration of the Option term as set forth in the Award Agreement. The following provisions shall apply to the extent an Award Agreement does not specify the terms and conditions upon which an Option shall terminate when there is a termination of a Participant’s Continuous Service: