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General Rule: Unless otherwise provided in this Agreement, so long as the Participant continues to be employed by the Company or any of its Subsidiaries through the end of the Performance Period, the Participant shall, on the Performance Vesting Date (defined in [Section 2(a)(ii)] below), vest in and earn the number of Performance RSUs determined as set forth on [Exhibit A] hereto. If, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated for any reason, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment and this Agreement shall terminate without payment in respect thereof.

General Rule: Unless otherwise provided in this Agreement,Performance Requirement. The Performance RSUs shall, so long as the Participant continues to beremains employed bywith the Company or any of its Subsidiaries through the end of the Performance Period, the Participant shall, on the Performance Vesting Date (definedPeriod (or except as otherwise provided in [Section 2(a)(ii)i)] below)above), vestbecome vested, earned and no longer subject to forfeiture in and earn thesuch number of Performance RSUs as shall be determined as set forth on [Exhibit A] hereto. If, priorWhether and to what extent the Performance RSUs shall become vested and earned shall be determined at a meeting of the Committee (such meeting date, the “Performance Vesting Date”) as soon as practicable following the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated for any reason, then the Performance RSUs shall be forfeitedPeriod pursuant to a certification by the Participant to the Company without consideration asCommittee of the dateCompany’s achievement, if any, of such termination of employment and this Agreement shall terminate without payment in respect thereof.the applicable performance goals set forth on [Exhibit A] hereto.

General Rule: Unless otherwise providedVesting. Except as set forth in this Agreement, so long as, the RSUs will be eligible to vest only if the Participant continues to be employed byin employment with the Company or any of its Subsidiaries through the end of the Performance Period, the Participant shall, on the Performance Vesting Date (defined in [Section 2(a)(ii)] below), vest in and earn the number of Performance RSUs determined as set forth on [Exhibit A] hereto. If, prior to the end of the Performance Period, and absent the occurrence of any Change in Control,Affiliate until ​ (the “Vesting Date”). If the Participant’s employment with the Company and its Subsidiaries is terminatedAffiliates terminates for any reason, thenreason prior to the PerformanceVesting Date, then[, except as set forth in ,] the RSUs shall be forfeited by the Participant to the Company without consideration as ofon the date of such termination of employment and this Agreement shall terminate without payment in respect thereof.consideration therefor.

General Rule: Unless otherwise provided in this Agreement, so long asvoluntarily by the Participant continues(other than due to be employedGood Reason or the Participant’s death, Permanent Disability or Retirement) or involuntarily by the Company or any of its Subsidiaries through the end of the Performance Period, the Participant shall, on the Performance Vesting Date (defined in [Section 2(a)(ii)] below), vest in and earn the number of Performance RSUs determined as set forth on [Exhibit A] hereto. If, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated for any reason,Cause, then the Performance RSUs shall be forfeited by the Participant to the Company without consideration as of the date of such termination of employment and this Agreement shall terminate without payment in respect thereof.thereof; or # involuntarily by the Company and its Subsidiaries without Cause, by the Participant for Good Reason, by the Participant if mutually agreed to in writing by the Company with reference to this agreement and the amounts payable under this section, or due to the Participant’s death, Permanent Disability or Retirement, then the Participant will be eligible to earn a number of Performance RSUs equal to the product of # the total number of Performance RSUs that would have become vested and earned pursuant to [Section 2(a)(ii)] below (i.e., if and to the extent the Company has achieved the Company’s Relative Total Shareholder Return and Free Cash Flow Targets for the Performance Period as set forth on [Exhibit A]), if the Participant had remained employed with the Company or a Subsidiary through the end of the Performance Period, and # a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date the Participant’s employment so terminates, and the denominator of which is equal to . Amounts payable under this provision shall be paid at the time such payment would have been made if employment had not terminated.

General Rule: Unless otherwise provided in this Agreement, so long as the Participant continues to be employed by the Company or any of its Subsidiaries through the end of the Performance Period, the Participant shall, on the Performance Vesting Date (defined in [Section 2(a)(ii)] below), vest in and earn the numberEarning of Performance RSUs determined as set forth on [Exhibit A] hereto. If, prior toRSUs. Until the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated for any reason, thenapplicable vesting date(s) provided below, # the Performance RSUs shall be forfeitedsubject to forfeiture by the Participant to the Company without consideration as provided in this Agreement, and # the Participant may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the datePerformance RSUs unless the restrictions have terminated in accordance with the provisions of such termination of employment and this Agreement shall terminate without payment in respect thereof.Agreement.

General Rule: Unless otherwise providedif the Performance RSUs are assumed, continued or substituted by the Company or its successor, then the Participant shall become vested in this Agreement,and earn, on the last day of the Performance Period, so long as the Participant continuesis employed with the Company or any of its Subsidiaries (or any successors thereto) on such date, 100% of the Target RSU Award; provided, however, that if, prior to be employedthe end of the Performance Period, the Participant’s employment by the Company or any of its Subsidiaries through(or any successors thereto) is involuntarily terminated by the end of the Performance Period, the Participant shall, on the Performance Vesting Date (defined in [Section 2(a)(ii)] below), vest in and earn the number of Performance RSUs determined as set forth on [Exhibit A] hereto. If, prior to the end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries iswithout Cause, terminated for any reason, then the Performance RSUs shall be forfeited by the Participant for Good Reason, or terminates due to the Company without consideration asParticipant’s death, Permanent Disability or Retirement, then the Participant shall become vested in and earn 100% of the date ofTarget RSU Award payable as promptly as practicable following such termination of employment and this Agreement shall terminate without payment in respect thereof.employment.

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