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Cessation of Participation
Cessation of Participation contract clause examples

ARTICLE # – ANNUAL CREDITS. 9

Participation Interests. The Value attributable to any Participation Interest shall be the Value determined with respect to the underlying portfolio investment related to such Participation Interest in accordance with this [Section 5.12], provided any participation interest that does not satisfy the definition of Participation Interest shall have a Value of zero (0) for purposes of this Agreement.

Subject to [Section 8(d)(vi)], if the Parent or the Company proposes to sell to any Person any Preemptive Securities in a financing transaction for cash (such securities, the “New Securities”), then the Parent or the Company, as applicable, shall first deliver to each Holder a written notice (an “Offer Notice”) setting forth: # the aggregate number of New Securities proposed to be sold, # the price per New Security and all other material terms and conditions, # the identity of each Person to whom securities are proposed to be sold (or, if unknown, how such Persons shall be identified), # all written financial information and other disclosures provided by the Parent, the Company or their representatives to any other proposed recipient of the New Securities and # an offer to sell to such Holder, on the same terms and conditions described in the Offer Notice, up to a fraction of such New Securities equal to such Holder’s Pro Rata Percentage.

An Eligible Executive shall become a Participant in the Plan as of the later of # the date he becomes an Eligible Executive or # June 1, 2007.

An individual who becomes a Participant shall remain a Participant until the date the last required installment of his Salary Continuation Benefit (if any) and any payment required by Section 4.2 is paid. If a Participant ceases to be an Eligible Employee under circumstances that do not trigger a right to benefits under the Plan, he shall cease to be a Participant when he ceases to be an Eligible Employee.

Participation; Agreements. Eligible Executives shall be proffered an Agreement and upon execution and delivery thereof by the Eligible Executive evidencing such Eligible Executive’s agreement not to voluntarily leave the employ of the Corporation and its Subsidiaries and to continue to render services during the pendency of any threatened Change of Control of the Corporation, such Eligible Executive shall become a Participant. Each Agreement shall indicate whether the Participant to whom it is proffered will be a Tier I Participant or a Tier II Participant. A Participant shall cease to be a Participant in the Plan upon the termination of the Participant’s Agreement in accordance with its terms.

Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time, select from all eligible individuals, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.

Section # Cessation of Participation. A Participant shall continue to be eligible to make deferrals under the Plan until the Participant ceases to be an eligible Director. Termination of participation shall be effective as of the date on which the Director both Terminates Service and his entire interest in the Plan has been distributed.

Cessation of Ongoing Discussions. shall, and shall direct its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. shall use its reasonable best efforts to cause any third party (or its agents or advisors) in possession of non-public information in connection with any such Acquisition Proposal in respect of that was furnished by or on behalf of to return or destroy (and confirm destruction of) all such information.

Eligibility and Participation. All common-law employees of Telos ID who are classified as executives are eligible to participate in this Plan. However, participation in this Plan is limited to the President of Telos ID (the "President") and such other eligible executives selected to participate by the President immediately before the consummation of a transaction described in Section 3.1 (each, a "Participant").

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