Common use of Effect of Separation from Service Clause in Contracts

Effect of Separation from Service. If the Optionee ceases to be a member of the Board of Trustees of the Company for any reason, including cessation by death or Disability, the effect of such termination on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, in no event may the Option be exercised after the Expiration Date. (a) If the Optionee ceases to be a member of the Board of Trustees within the Option Period for Cause, the Option will immediately be forfeited as of the time of such termination. (b) Except as provided in Section 7(d) below, if the Optionee ceases to be a member of the Board of Trustees due to the Optionee’s voluntary resignation before expiration of the Optionee’s term as a member of the Board of Trustees, the Option may be exercised by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90th) calendar day following the Optionee’s cessation as a member of the Board of Trustees. If such ninetieth (90th) day shall not be a business Day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such ninetieth (90th) day (c) If the Optionee ceases to be a member of the Board of Trustees due to the expiration of the term of office for such Optionee and such Optionee is not then re-elected as a member of the Board of Trustees, or is removed as a member of the Board of Trustees during such Optionee’s term without Cause, the Option may be exercised by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on the third (3rd) anniversary of the last date of the Optionee’s term of office. If such day shall not be a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such third (3rd) anniversary. (d) If the Optionee dies or becomes Disabled (A) while he or she is a member of the Board of Trustees, or (B) within the ninety (90) day period referred to in Section 7(b) above, or (C) within the three-year period referred to in Section 7(c) above, the Option may be exercised by the Optionee or the Optionee’s Beneficiaries entitled to do so at any time prior to 5:00 P.M., Central Standard Time, on the 365th calendar day following the date of the Optionee’s death or Disability, if (in the case of (C) above) such date is later than the date provided for in Section 6.1.3 If the 365th day is not a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such 365th day.

Effect of Separation from Service. If the Optionee ceases to be a member of the Board of Trustees Directors of the Company for any reason, including cessation by death or Disability, the effect of such termination on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, in no event may the Option be exercised after the Expiration Date. (a) If the Optionee ceases to be a member of the Board of Trustees Directors within the Option Period for Cause, the Option will immediately be forfeited as of the time of such termination. (b) Except as provided in Section 7(d) below, if the Optionee ceases to be a member of the Board of Trustees Directors due to the Optionee’s 's voluntary resignation before expiration of the Optionee’s 's term as a member of the Board of TrusteesDirectors, the Option may be exercised by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90th) calendar day following the Optionee’s 's cessation as a member of the Board of TrusteesDirectors. If such ninetieth (90th) day shall not be a business Day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such ninetieth (90th) day (c) If the Optionee ceases to be a member of the Board of Trustees Directors due to the expiration of the term of office for such Optionee and such Optionee is not then re-elected as a member of the Board of TrusteesDirectors, or is removed as a member of the Board of Trustees Directors during such Optionee’s 's term without Cause, the Option may be exercised by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on the third (3rd) anniversary of the last date of the Optionee’s 's term of office. If such day shall not be a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such third (3rd) anniversary. (d) If the Optionee dies or becomes Disabled (A) while he or she is a member of the Board of TrusteesDirectors, or (B) within the ninety (90) day period referred to in Section 7(b) above, or (C) within the three-year period referred to in Section 7(c) above, the Option may be exercised by the Optionee or the Optionee’s 's Beneficiaries entitled to do so at any time prior to 5:00 P.M., Central Standard Time, on the 365th calendar day following the date of the Optionee’s 's death or Disability, if (in the case of (C) above) such date is later than the date provided for in Section 6.1.3 If the 365th day is not a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such 365th day.

Effect of Separation from Service. If Except as may otherwise be provided in the Optionee employment agreement (if any) or consultant agreement between the Option Holder and the Company, if the Option Holder ceases to be a member of the Board of Trustees an employee, non-employee director or outside consultant of the Company for any reason, including cessation by death or Disability, the effect of such termination of employment, directorship or consultancy on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, in no event may the Option be exercised after the Expiration Date. (a) If the Optionee ceases to be a member of Option Holder’s employment is terminated for Cause or the Board of Trustees within the Option Period for Causeconsultant agreement is terminated, the Option will immediately be forfeited as of the time of such termination. (b) Except as provided in Section 7(d) below, if If the Optionee Option Holder ceases to be a member an employee of the Board of Trustees Company due to the OptioneeOption Holder’s voluntary resignation before expiration or termination of employment by the Optionee’s term as a member of the Board of TrusteesCompany not for Cause, the portion of this Option which was otherwise exercisable pursuant to Section 4 on the date of such termination of employment may be exercised by the Optionee Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90th) calendar day following the Optionee’s cessation as a member effective date of the Board Option Holder’s termination of Trusteesemployment. If such ninetieth (90th) day shall is not be a business Dayday, then the Option shall will expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such ninetieth (90th) day. (c) If the Optionee Option Holder ceases to be a member an employee, non-employee director or outside consultant of the Board of Trustees Company due to the expiration of Option Holder’s death or Disability or if the term of office for such Optionee and such Optionee is not then re-elected as a member of Option Holder dies during the Board of Trustees, or is removed as a member of the Board of Trustees during such Optionee’s term without Causeninety (90) day period provided above, the Option may be exercised by the Optionee Option Holder (or his or her beneficiary) at any time prior to 5:00 P.M., Central Standard Time, on the third (3rd) anniversary of the last date of the Optionee’s term of office. If such day shall not be a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such third (3rd) anniversary. (d) If the Optionee dies or becomes Disabled (A) while he or she is a member of the Board of Trustees, or (B) within the ninety (90) day period referred to in Section 7(b) above, or (C) within the three-year period referred to in Section 7(c) above, the Option may be exercised by the Optionee or the Optionee’s Beneficiaries entitled to do so at any time prior to 5:00 P.M., Central Standard Time, on the 365th calendar day following the anniversary date of the Optioneeeffective date of the Option Holder’s death termination of employment, directorship or Disability, if (in the case of (C) above) consultancy. If such anniversary date is later than the date provided for in Section 6.1.3 If the 365th day is not a business day, then the Option shall will expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such 365th dayfirst anniversary date.

Effect of Separation from Service. If the Optionee ceases to be a member of the Board of Trustees an employee of the Company for any reason, including cessation by death or Disability, the effect of such termination of employment on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, in no event may the Option be exercised after the Expiration Date. (a) If the Optionee ceases to be a member of the Board of Trustees within the Option Period Optionee's employment is terminated for Cause, the Option will immediately be forfeited as of the time of such termination. (b) Except as provided in Section 7(d) below, if If the Optionee ceases to be a member an employee of the Board of Trustees Company due to the Optionee’s voluntary 's resignation before expiration or termination of employment by the Company not for Cause, the portion of this Option which was otherwise exercisable pursuant to Section 4 on the date of such termination of employment may be exercised by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on the 90th calendar day following the effective date of the Optionee’s term as 's termination of employment. If such 90th day is not a member business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first business day immediately following such 90th day. (c) If the Optionee ceases to be an employee of the Board of TrusteesCompany due to the Optionee's death or Disability, the Option may be exercised by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90th) calendar day following first anniversary of the effective date of the Optionee’s cessation as a member 's termination of the Board of Trusteesemployment. If such ninetieth (90th) day shall the first anniversary is not be a business Dayday, then the Option shall will expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such ninetieth (90th) dayfirst anniversary. (cd) If the Optionee ceases to be a member of dies or become disabled during the Board of Trustees due to the expiration of the term of office for such Optionee and such Optionee is not then re90-elected as a member of the Board of Trusteesday period set forth above in Section 7(b), or is removed as a member of the Board of Trustees Optionee dies during such the one-year period set forth above in Section 7(c) following the Optionee’s term without Cause's disability, the Option may be exercised by the Optionee (or the Optionee's designated beneficiary) at any time prior to 5:00 P.M., Central Standard Time, on the third (3rd) anniversary later of the last date of 180th day following the Optionee’s term of office. If such day shall not be a business day, then 's death or the date the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such third (3rd) anniversary. (d) If the Optionee dies or becomes Disabled (A) while he or she is a member of the Board of Trustees, or (B) within the ninety (90) day period referred to in Section 7(b) above, or (C) within the three-year period referred to in could have been exercised under Section 7(c) above, the Option may be exercised by the Optionee or the Optionee’s Beneficiaries entitled to do so at any time prior to 5:00 P.M., Central Standard Time, on the 365th calendar day following the date of the Optionee’s death or Disability, if (in the case of (C) above) such date is later than the date provided for in Section 6.1.3 If the 365th day is not a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such 365th day.

Effect of Separation from Service. If the Optionee ceases to be a member of the Board of Trustees an employee of the Company for any reason, including cessation by death or Disability, the effect of such termination of employment on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, in no event may the Option be exercised after the Expiration Date. (a) If the Optionee ceases to be a member of the Board of Trustees within the Option Period Optionee’s employment is terminated for Cause, the Option will immediately be forfeited as of the time of such termination. (b) Except as provided in Section 7(d) below, if If the Optionee ceases to be a member an employee of the Board of Trustees Company due to the Optionee’s voluntary resignation before expiration or termination of employment by the Optionee’s term as a member Company not for Cause, if the Option was otherwise exercisable pursuant to Section 4 on the date of the Board such termination of Trusteesemployment, the Option may be exercised by the Optionee at any time before 5:00 P.M., Central Standard Time, on the thirtieth (30th) calendar day following the effective date of the Optionee’s termination of employment. If such thirtieth (30th) day is not a business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first business day immediately following such thirtieth (30th) day. For purposes of this Section 7(b), the notice requirements set forth above in Section 5(a) will be waived; provided, however, if the Company is not reasonably able to accurately determine the Fair Market Value of the Shares subject to the Option for calculating and reporting the applicable income and payroll tax withholding amounts due upon the exercise of the Option within the 30-day time period reflected above, the Company may, in its sole discretion, inform the Optionee that the Option exercise date will be postponed to a later date during the same calendar year when the Fair Market Value of the Shares can appropriately be determined. (c) If the Optionee ceases to be an employee of the Company due to the Optionee’s death or Disability, the Option may be exercised by the Optionee (or the Optionee’s beneficiary) at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90th) calendar day following the effective date of the Optionee’s cessation as a member termination of the Board of Trusteesemployment. If such ninetieth (90th) day shall is not be a business Dayday, then the Option shall will expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such ninetieth (90th) day (c. For purposes of this Section 7(c), the notice requirements set forth above in Section 5(a) If will be waived; provided, however, if the Optionee ceases Company is not reasonably able to be a member accurately determine the Fair Market Value of the Board of Trustees due Shares subject to the expiration Option for calculating and reporting the applicable income and payroll tax withholding amounts (if any) due upon the exercise of the term of office for such Optionee and such Optionee is not then re-elected as a member of the Board of Trustees, or is removed as a member of the Board of Trustees during such Optionee’s term without Cause, the Option may be exercised by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on the third (3rd) anniversary of the last date of the Optionee’s term of office. If such 90th calendar day shall not be a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such third (3rd) anniversary. (d) If the Optionee dies or becomes Disabled (A) while he or she is a member of the Board of Trustees, or (B) within the ninety (90) day period referred to in Section 7(b) above, or (C) within the three-year period referred to in Section 7(c) reflected above, the Option may be exercised by Company may, in its sole discretion, inform the Optionee or that the Optionee’s Beneficiaries entitled Option exercise date will be postponed to do so at any time prior to 5:00 P.M., Central Standard Time, on a later date during the 365th same calendar day following year when the date Fair Market Value of the Optionee’s death or Disability, if (in the case of (C) above) such date is later than the date provided for in Section 6.1.3 If the 365th day is not a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such 365th dayShares can appropriately be determined.

Effect of Separation from Service. 6.1. If the Optionee Option Holder ceases to be a member of the Board of Trustees an employee of the Company for any reason, including cessation termination by death the Company with or without Cause, voluntary resignation, retirement, death, or Disability, the effect of such termination on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, (i) in no event may the Option be exercised after the Expiration Date, and (ii) in no event may the Option Period be extended by the Company except if such extension does not extend the below Option Period beyond the later of (i) the fifteenth (15th) day of the third month following the original Option Period expiration date, or (ii) December 31 of the calendar containing the original Option Period expiration date. (a) 6.2. If the Optionee Option Holder ceases to be a member of the Board of Trustees an employee within the Option Period for Cause, the Option will immediately shall thereafter be forfeited as void for all purposes upon such Option Holder’s cessation from employment. The effect of this Section 6.2 shall be limited to determining the time conditions under which an Option may be rendered null and void, and nothing in this Section 6.2 shall restrict or otherwise interfere with the Company’s discretion with respect to the termination of such terminationany employee’s relationship with the Company. (b) 6.3. Except as provided in Section 7(d) 6.4 below, if the Optionee Option Holder ceases to be a member of the Board of Trustees an employee due to the OptioneeOption Holder’s voluntary resignation before expiration or termination of the OptioneeOption Holder’s term as a member of the Board of Trusteesemployment without Cause, the Option may be exercised by the Optionee Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90th) calendar day following the Optionee’s cessation as a member last date of the Board of TrusteesOption Holder’s employment. If such ninetieth (90th) day shall not be a business Dayday, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such ninetieth (90th) day. (c) 6.4. If the Optionee Option Holder ceases to be a member of the Board of Trustees an employee due to the expiration Option Holder’s voluntary resignation or termination of the term of office for such Optionee Option Holder’s employment without Cause and such Optionee is not then re-elected as a member result of retirement under the then applicable employment policies of the Board of Trustees, or is removed as a member of the Board of Trustees during such Optionee’s term without CauseCompany, the Option may be exercised by the Optionee Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the third (3rd) anniversary of following the last date of the OptioneeOption Holder’s term of officeemployment. If such day third (3rd) anniversary shall not be a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such third (3rd) anniversary. (d) 6.5. If the Optionee Option Holder dies or becomes Disabled (A) while he or she is a member of the Board of Trusteesan employee, or (B) within the ninety (90) one hundred eighty day period referred to in Section 7(b) above, or clause (C) within the three-year period referred to in Section 7(cb) above, the Option may be exercised by the Optionee Option Holder or the OptioneeOption Holder’s Beneficiaries entitled to do so at any time prior to 5:00 P.M., Central Standard Time, on the 365th calendar day following the date of the OptioneeOption Holder’s death or Disability, if (in the case of (C) above) such date is later than the date provided for in Section 6.1.3 . If the 365th day is not a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such 365th day. 6.6. Notwithstanding the foregoing, if, following termination or cessation of the employment of Option Holder with the Company, the Board of Directors of the Company has made a determination that the Option Holder has materially breached a contractual obligation or covenant with the Company restricting Option Holder’s competition with the Company, solicitation of the Company’s employees or customers or disparagement of the Company, the Option shall upon such determination immediately be void for all purposes.

Effect of Separation from Service. 6.1 If the Optionee Option Holder ceases to be a member of the Board of Trustees Directors of the Company for any reason, including cessation by death voluntary resignation, death, or Disability, the effect of such termination on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, (i) in no event may the Option be exercised after the Expiration Date, and (ii) in no event may the Option Period be extended by the Company except if such extension does not extend the below Option Period beyond the later of (i) the fifteenth (15th) day of the third month following the original Option Period expiration date, or (ii) December 31 of the calendar containing the original Option Period expiration date. (a) 6.2 If the Optionee Option Holder ceases to be a member of the Board of Trustees Directors within the Option Period for Cause, the Option will immediately shall thereafter be forfeited void for all purposes upon such Option Holder’s cessation as a member of the time Board of such terminationDirectors. The effect of this Section 6.2 shall be limited to determining the conditions under which an Option may be rendered null and void, and nothing in this Section 6.2 shall restrict or otherwise interfere with the term of office of the Option Holder on the Board of Directors of the Company. (b) 6.3 Except as provided in Section 7(d) 6.4 below, if the Optionee Option Holder ceases to be a member of the Board of Trustees Directors due to the OptioneeOption Holder’s voluntary resignation before expiration of the OptioneeOption Holder’s term as a member of the Board of TrusteesDirectors, the Option may be exercised by the Optionee Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90th) calendar day following the OptioneeOption Holder’s cessation as a member of the Board of TrusteesDirectors. If such ninetieth (90th) day shall not be a business Day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such ninetieth (90th) day. (c) 6.4 If the Optionee Option Holder ceases to be a member of the Board of Trustees Directors due to the expiration of the term of office for such Optionee Option Holder and such Optionee Option Holder is not then re-elected as a member of the Board of TrusteesDirectors, or is removed as a member of the Board of Trustees Directors during such OptioneeOption Holder’s term without Cause, the Option may be exercised by the Optionee Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the third (3rd) anniversary of the last date of the OptioneeOption Holder’s term of office. If such day shall not be a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such third (3rd) anniversary. (d) 6.5 If the Optionee Option Holder dies or becomes Disabled (A) while he or she is a member of the Board of TrusteesDirectors, or (B) within the ninety (90) day period referred to in Section 7(b) 6.3 above, or (C) within the three-year period referred to in Section 7(c) 6.4 above, the Option may be exercised by the Optionee Option Holder or the OptioneeOption Holder’s Beneficiaries entitled to do so at any time prior to 5:00 P.M., Central Standard Time, on the 365th calendar day following the date of the OptioneeOption Holder’s death or Disability, if (in the case of (C) above) such date is later than the date provided for in Section 6.1.3 6.4. If the 365th day is not a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such 365th day.

Effect of Separation from Service. If the Optionee ceases to be a member of the Board of Trustees an employee of the Company for any reason, including cessation by death or Disability, the effect of such termination of employment on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, in no event may the Option be exercised after the Expiration Date. (a) If the Optionee ceases to be a member of the Board of Trustees within the Option Period Optionee’s employment is terminated for Cause, the Option will immediately be forfeited as of the time of such termination. (b) Except as provided in Section 7(d) below, if If the Optionee ceases to be a member an employee of the Board of Trustees Company due to the Optionee’s voluntary resignation before expiration or termination of employment by the Company not for Cause, the portion of this Option which was otherwise exercisable pursuant to Section 4 on the date of such termination of employment may be exercised by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on the 90th calendar day following the effective date of the Optionee’s term as termination of employment. If such 90th day is not a member business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first business day immediately following such 90th day. (c) If the Optionee ceases to be an employee of the Board of TrusteesCompany due to the Optionee’s death or Disability, the Option may be exercised by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90th) calendar day following first anniversary of the effective date of the Optionee’s cessation as a member termination of the Board of Trusteesemployment. If such ninetieth (90th) day shall the first anniversary is not be a business Dayday, then the Option shall will expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such ninetieth (90th) dayfirst anniversary. (cd) If the Optionee ceases to be a member of dies or become disabled during the Board of Trustees due to the expiration of the term of office for such Optionee and such Optionee is not then re90-elected as a member of the Board of Trusteesday period set forth above in Section 7(b), or is removed as a member of the Board of Trustees Optionee dies during such the one-year period set forth above in Section 7(c) following the Optionee’s term without Causedisability, the Option may be exercised by the Optionee (or the Optionee’s designated beneficiary) at any time prior to 5:00 P.M., Central Standard Time, on the third (3rd) anniversary later of the last date of the Optionee’s term of office. If such day shall not be a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such third (3rd) anniversary. (d) If the Optionee dies or becomes Disabled (A) while he or she is a member of the Board of Trustees, or (B) within the ninety (90) day period referred to in Section 7(b) above, or (C) within the three-year period referred to in Section 7(c) above, the Option may be exercised by the Optionee or the Optionee’s Beneficiaries entitled to do so at any time prior to 5:00 P.M., Central Standard Time, on the 365th calendar 180th day following the date of the Optionee’s death or Disability, if (in the case of (Cdate the Option could have been exercised under Section 7(c) above) such date is later than the date provided for in Section 6.1.3 If the 365th day is not a business day, then the Option shall expire at 5:00 P.M., Central Standard Time, on the first (1st) business day immediately following such 365th day.