Termination of employment clause samples

early retirement subsidies associated therewith and determined as a straight life annuity commencing at the date (but in no event earlier than the date of Termination of Employment) as of which the actuarial equivalent of such annuity is greatest) which the Executive had accrued pursuant to the provisions of the DB Pension Plans as of the date of Termination of Employment. For purposes of this Section2.f., “actuarial equivalent” shall be determined using the same assumptions utilized under the Snap-on Incorporated Retirement Plan (or any successor plan) immediately prior to the date of Termination of Employment or, if more favorable to the Executive, immediately prior to the first occurrence of an event or circumstance described in clause (A), (B), (C), (D) or (E)of Section1.h.(ii) hereof.

g. Delayed Payment. To the extent required to comply with Section409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable guidance issued thereunder, payment to Executive of amounts set forth in Sections 2.a., 2.b., 2.c., and 2.f. (and/or the provision of benefits under Section2.d.) shall be delayed until the first business day following the expiration of six months from the date of Termination of Employment. In such event, then if amounts under Section2.c. are not payable in a lump sum, the amounts thereunder which would have otherwise been paid within the six-month period following the date of Termination of Employment shall be added to and paid with the first monthly installment payable after the expiration of such six-month period.

This Policy shall be administered by the Administrator. The Administrator shall have the discretionary authority to determine eligibility for Severance Benefits under the Policy and to construe the terms of the Policy, including the making of factual determinations. Benefits under the Policy shall be paid or provided only if the Administrator determines that Participant is entitled to such benefits under the terms of this Policy. The decisions of the Administrator shall be final and conclusive with respect to all questions concerning administration of the Policy. The Administrator may delegate all or a portion of its duties under this Policy to the CEO; provided, however, that the Committee’s express approval is required for the payment of any compensation or benefits as a result of any Participant’s Termination of Employment that are not Accrued Obligations or otherwise authorized under this Policy and further provided that the Administrator shall not delegate any duties to the CEO in connection with his own Termination of Employment. The actions of the CEO with respect to his delegated duties shall be treated as if such actions were taken by the Administrator.

(h) Termination of Grantee’s Employment. A transfer of an Eligible Employee between two employers, each of which is a Participating Company, shall not be deemed a termination of employment. In the event that a Grantee’s employment with all Participating Companies terminates, all Restricted Shares and/or Restricted Stock Units as to which a Vesting Date has not occurred shall be forfeited by the Grantee and deemed canceled by the Company.

(2) The Optionee shall not, directly or indirectly, engage or be financially interested in (as an agent, consultant, director, employee, independent contractor, officer, owner, partner, principal or otherwise), any activities for any business (whether conducted by an entity or individuals, including the Optionee in self-employment) that is engaged in competition, directly or indirectly through any entity controlling, controlled by or under common control with such business, with any of the business activities carried on by the Company, any of its subsidiaries or any other business unit of the Company, or being planned by the Company, any of its subsidiaries or any other business unit of the Company with the Optionee’s knowledge at the time of the Optionee’s Termination of Employment. This restriction shall apply in any geographical area of the United States in which the Company carries out business activities. Nothing herein shall prevent the Optionee from owning for investment up to one percent (1%) of any class of equity security of an entity whose securities are traded on a national securities exchange or market.

(2) if Grantee’s employment with the Company and all Subsidiaries terminates during the Restricted Period, other than due to death or Disability and except as otherwise provided in Paragraph 4(c), Grantee shall forfeit the Restricted Stock Units as of such termination of employment. Upon a forfeiture of the Restricted Stock Units as provided in this Paragraph5, the Restricted Stock Units shall be deemed canceled.

+ Details Name: us-gaap_DefinedBenefitPlanBenefitObligation Namespace Prefix: us-gaap_ Data Type: xbrli:monetaryItemType Balance Type: credit Period Type: instant X - DefinitionThe amount of payments made for which participants are entitled under a pension plan, including pension benefits, death benefits, and benefits due on termination of employment. Also includes payments made under a postretirement benefit plan, including prescription drug benefits, health care benefits, life insurance benefits, and legal, educational and advisory services. This item represents a periodic decrease to the plan obligations and a decrease to plan assets.

(c) Accelerated Vesting Upon a Qualifying Termination (No Change in Control) – After First Anniversary of Grant Date. If the Participant incurs a Qualifying Termination after the first anniversary of the Grant Date and before the last vesting date provided for in Section3(a), and such Qualifying Termination does not occur within the CIC Period, then in addition to any vesting that has already occurred as of the date of such Termination of Employment, subject to the Participant’s (or the Participant’s estate’s, if applicable) execution, delivery and non-revocation of a customary release of claims in favor of the Company and its subsidiaries and affiliates within sixty (60)days of such Termination of Employment and, except in the event of a Termination of Employment due to death, continued compliance with the Restrictive Covenants, the Participant will vest in either: (i)an additional portion of the RSUs such that 75% of the total number of RSUs granted hereunder are vested as of the date of such Termination of Employment, or (ii)a pro-rata portion of the then-current vesting tranche of the RSUs as provided for under Section3(a) above, based on the number of days of his employment from the last vesting date (as provided for under Section3(a) above) prior to the date of such Termination of Employment until the next vesting date (as provided for under Section3(a) above) following the date of such Termination of Employment, plus the RSUs that would have vested pursuant to Section3(a) above in the first twelve (12)months immediately following the date of such Termination of Employment, whichever of (i)or (ii) results in greater total vesting, and with the applicable vesting effective as of the date of such Termination of Employment. For the avoidance of doubt, the Participant will vest in no less than 75% of the total number of RSUs granted hereunder in connection with such Qualifying Termination.

Other Termination of Employment. If Participant incurs a Termination of Employment (i)that is not within two years following a Change in Control or (ii)for any reason other than death or Disability, any unvested Restricted Stock shall be forfeited by Participant without consideration.

Vesting Following a Change in Control. If, in connection with a Change in Control, Participant is provided with a Replacement Award (as defined in Section8) and within two years following such a Change in Control, Participant incurs a Termination of Employmentwithout Cause or due to Participant’s resignation with Good Reason (as defined in Section‎12), all of the Options (or other form of Replacement Award) that were not theretofore Vested Options shall become Vested Options (or otherwise vest as applicable to the Replacement Award) and shall be exercisable as of the date of such Termination of Employment. The Option (or other form of Replacement Award) shall remain exercisable, if applicable, as provided in Section‎4(b). If no Replacement Award is provided in connection with a Change in Control, the outstanding Optionshall vest andbecome exercisable in full in accordance with Section8.

H.The executive (or, in the event of the executive’s death or incapacity, the executive’s executor, representative or guardian, as applicable) signs a separation agreement which includes post-termination restrictive covenants, clawback provisions, and a general release of all claims, all in such form and with such provisions as the Company may from time-to-time require (“Separation Agreement”), and the Separation Agreement is not revoked and becomes effective no later than sixtieth (60th) day following the executive’s termination of employment. The terms and conditions of the Separation Agreement are hereby incorporated into and shall be part of the Plan.

3. Termination of Employment. The Executive shall be entitled to the Regular Severance Benefits (as defined in Section 3(b) below) set forth in this Section 3 if the Executive has incurred a Termination of Employment. The Executive is not entitled to receive severance payments under the Company’s documented severance policy, if any.

(a) This Agreement shall be binding upon the successors and assigns of the Company. The Company shall take whatever actions are necessary to ensure that any successor to its operations (whether by purchase, merger, consolidation, sale of substantially all assets or otherwise) assumes the obligations under this Agreement and shall cause such successor to evidence the assumption of such obligations in an agreement satisfactory to the Executive. Notwithstanding any other provisions in this Agreement, if the Company fails to obtain an agreement evidencing the assumption of the Company’s obligations by any such successor, the Executive shall be entitled to immediate payment of the severance compensation provided under Section 4, irrespective of whether the Executive’s employment has then terminated. For purposes of implementing the foregoing, the date on which any succession becomes effective shall be deemed to constitute the date of the Executive’s Termination of Employment. Notwithstanding the foregoing, if the succession does not constitute a “Change of Control” as defined under Code Section 409A, the compensation payments under Section 4 shall be suspended until the earlier of a “Change of Control” as defined under Code Section 409A, or the Executive incurs an actual separation from service, or, if later, at the end of any additional suspensions as may be required under Section 4 if the Executive is a “Specified Employee” at the time of separation from service, at which time any suspended payments, with interest at the Prime Rate plus two percent, accruing from 10 days following the succession date, shall be paid in accordance with the terms of Section 4.

Notwithstanding Sections 7, 8 and 9 herein, you may exercise the portion of your Stock Option that has vested prior to your Termination of Employment by the earlier of (a) the Expiration Date, and (b) ninety (90) days from the date of your Termination of Employment. Any portion of the vested Stock Option that has not been exercised as of the earlier of the two dates will be immediately forfeited, and your rights with respect to such portion of your Stock Option will end.

(a) Restrictions on Competition. You agree that during the period of your employment with your Employer, the Company and any Subsidiary and for a period of twelve (12) months following your Termination of Employment, for any reason, you will not, in any country of the world in which you have done business on behalf of your Employer, the Company or any Subsidiary at any time during the last twelve (12) months prior to the date of your Termination of Employment, engage in or enter into any kind of employment or gainful occupation, directly or indirectly, in any Competing Business where your responsibilities include the manufacture, sale, purchasing, research, development, or business plans of any product, process, function or service which is directly competitive with or similar to any Company or Subsidiary product, process, function or service that you were exposed to within twelve (12) months prior to your Termination of Employment. For purposes of this Agreement, the term “Competing Business” shall mean any person or other entity which sells or attempts to sell any products or services which are the same as or similar to the products and services sold, leased or otherwise distributed by Company or any Subsidiary at any time during the last twelve (12) months prior to your Termination of Employment, or which has under development a product or service that is in competition with a product or service, whether existing or under development, of Company or any Subsidiary.

7.Termination of Employment. Any Restricted Units and DEUs that have not vested as of your Termination of Employment, other than as set forth under Sections 8, 9, 10 and 11 herein, will immediately be forfeited, and your rights with respect to those Restricted Units and DEUs will end.

7.Termination of Employment. Any Performance Stock Units and DEUs that have not vested as of your Termination of Employment, other than as set forth under Sections 8, 9, 10 and 11 herein, will immediately be forfeited, and your rights with respect to those Performance Stock Units and DEUs will end.

(g)Effect of Other Termination of Employment. Upon a Termination of Employment for any reason (other than death, Disability or Retirement after the first anniversary of the date of grant of an Option as described above), an unexercised Option may thereafter be exercised during the period ending 30 days after the date of such Termination of Employment, but only to the extent to which such Option was exercisable at the time of such Termination of Employment. Notwithstanding the foregoing and subject to Section6, the Committee may, in its sole discretion, either by prior written agreement with the Participant or upon the occurrence of a Termination of Employment, accelerate the vesting of unvested Options held by a Participant if such Participant’s Termination of Employment is without “cause” (as such term is defined by the Committee in its sole discretion) by the Company.

(iii)Effect of Termination of Employment. Subject to Section6, upon a Termination of Employment by reason of death, Disability or Retirement, a Participant shall have such rights in his or her Performance Shares, if any, as may be prescribed by the Award agreement. Upon a Termination of Employment for any reason other than death, Disability or Retirement prior to the end of any applicable performance period, a Participant’s Performance Shares shall be forfeited, unless, subject to Section6 and Section9(a), the Committee, in its sole discretion, shall determine otherwise.

Notwithstanding anything in Section 9 of the Award Agreement to the contrary, if your Performance Stock Unit Award and DEUs vest pursuant to Section 9 of the Award Agreement upon your Termination of Employment, they will vest on a pro rata basis based on the most recent performance metrics available to the Company at your Termination of Employment. Shares issuable pursuant to Section 9 will be delivered to you as soon as is administratively feasible following your Termination of Employment. For purposes of this section, pro rata vesting shall mean (standard rounding to the nearest Unit, in full month increments) based on (i) the number of whole months that you have completed from the first day of the Performance Cycle through the end of the month in which your Termination of Employment occurs, divided by thirty-six (36), times (ii) the number of Performance Stock Units that are actually earned for the Performance Cycle in accordance with the terms of Appendix A; and (b) any remaining Performance Stock Units will be forfeited.

2.Non-Solicitation of Clients, etc.The Optionee shall not, for a period of one year immediately following Termination of Employment, whether on his or her own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly, (i) call on, interfere with, solicit or assist in soliciting the business of any “Client” or “Prospective Client” or (ii) accept business from, or enter into a relationship with, any such “Client” or “Prospective Client”, in each case, with whom the Optionee has had, directly or indirectly, personal contact or dealings on behalf of the Company or its Subsidiaries or Affiliates during the one year period immediately preceding his or her Termination of Employment. Notwithstanding the foregoing, the Optionee may engage in business activities with “Intermediary Clients”, provided, that, the Optionee shall not (x) interact with any Intermediary Client with respect to business placed with or through such Intermediary Client by the Company or any of its Subsidiaries or Affiliates or (y) engage in any conduct interfering with or damaging the Company’s (or any of its Affiliates’) relationship with any Intermediary Client.

Performance Cycle in accordance with Section6(c), except that PRSUs that have not been held for the minimum vesting period under Section6.2 of the 2019 Plan (i.e., from the Designation of Participation to the date of Termination of Employment by reason of Retirement) will not be earnable and will be cancelled as of the date of Termination of Employment. The settlement of PRSUs for any such Performance Cycle shall occur promptly (and in any event not later than the Settlement Deadline) following completion of that Performance Cycle. Any deferral election filed by the Participant shall be effective and apply to the time of settlement of the PRSUs.

(c) Release. Any settlement of PRSUs following Termination of Employment may be delayed by the Committee if the Participant’s Employment Agreement or any policy of the Committee then in effect conditions such settlement or severance payments upon the Company receiving a full and valid release of claims against the Company. In such case, the Company shall supply the form of release to the Participant by the date of Termination of Employment, and Participant must sign the release and not revoke it by such date as may be specified by the Company but in no event later than 52 days after Termination of Employment. If such 52-day period would begin in one calendar year and end in the next, then settlement shall only occur in the latter calendar year.

Accounts deferred after January1, 2005 are payable in either a lump sum or in up to ten annual installments following termination of employment, as elected by the executive at the time of deferral. With respect to accounts prior to January1, 2005 an executive may request, subject to VF approval, distribution in a lump sum or in up to ten annual installments following termination of employment. Prior to termination of employment, an executive may receive a distribution of the executive’s deferred account upon an unexpected financial hardship.

VF sponsors a nonqualified retirement savings plan for employees whose contributions to a 401(k) plan would be limited by provisions of the Internal Revenue Code. This plan allows participants to defer a portion of their compensation and to receive matching contributions for a portion of the deferred amounts. Certain of the Company’s employees participate in this plan. Participants earn a return on their deferred compensation based on their selection of a hypothetical portfolio of publicly traded mutual funds, a separately managed fixed-income fund and VF Common Stock. Changes in the fair value of the participants’ hypothetical investments are recorded as an adjustment to deferred compensation liabilities and compensation expense. Deferred compensation, including accumulated earnings, is distributable in cash at participant-specified dates upon retirement, death, disability or termination of employment. At December 2018, the liability to the Company’s participants in the combined balance sheet was $46.7million, of which $11.7million was recorded in accrued liabilities (Note 9) and $35.0million was recorded in other liabilities (Note10). At December 2017, the liability to the Company’s participants in the combined balance sheet was $62.1million, of which $15.6million was recorded in accrued liabilities (Note9) and $46.6million was recorded in other liabilities (Note10).