Common use of Effect of Termination of Employment or Death on Options and SARs Clause in Contracts

Effect of Termination of Employment or Death on Options and SARs. (a) Except as otherwise provided in the instrument evidencing the Plan Benefit, if a Participant ceases to be employed by the Company or a Related Company for any reason, including retirement but other than death, any Option or SAR granted to such Participant under the Plan shall immediately terminate; provided, however, that, except as otherwise provided in the instrument evidencing the Plan Benefit, any portion of such Option or SAR which was otherwise exercisable on the date of termination of the Participant’s employment may be exercised within the three-month period following the date on which the Participant ceased to be so employed, but in no event after the expiration of the exercise period. Except as otherwise provided in the instrument evidencing the Plan Benefit, any such exercise may be made only to the extent of the number of shares subject to the Option or SAR which were purchasable or exercisable on the date of such termination of employment. If the Participant dies during such three-month period, the Option or SAR shall be exercisable by the Participant’s personal representatives, heirs or legatees to the same extent and during the same period that the Participant could have exercised the Option or SAR on the date of his or her death, except as otherwise provided in the instrument evidencing the Plan Benefit. (b) Except as otherwise provided in the instrument evidencing the Plan Benefit, if a Participant dies while an employee of the Company or any Related Company, any Option or SAR granted to such Participant under the Plan shall be exercisable by the Participant’s personal representatives, heirs or legatees, for the purchase of or exercise relative to that number of shares and to the same extent that the Participant could have exercised the Option or SAR on the date of his or her death. Except as otherwise provided in the instrument evidencing the Plan Benefit, the Option or SAR or any unexercised portion thereof shall terminate unless so exercised prior to the earlier of the expiration of six months from the date of such death or the expiration of the exercise period. (c) For the purpose of the foregoing provisions of this Section 6.5, a Participant shall be deemed to have ceased employment upon (i) the date the Participant ceases to be employed by, or to provide consulting services for, the Company or a Related Company, or any corporation (or any of its subsidiaries) which assumes the Participant’s Options or SARs in a transaction to which Section 424(a) of the Code applies; (ii) the date the Participant ceases to be a member of the Board of Directors of the Company; or (iii) in the case of a Participant who is, at the time of reference, both an employee or consultant and a Board member, the later of the dates determined pursuant to subparagraphs (i) and (ii) above. For purposes of clause (i) above, a Participant who continues his employment or consulting relationship with a Related Company subsequent to its sale by the Company shall have a termination of employment upon the date of such sale. The Board of Directors may in its discretion determine, in accordance with applicable laws, whether any leave of absence or absence in military or government service constitutes a cessation of employment for purposes of the Plan and the impact, if any, of any such leave of absence on Options and SARs theretofore granted under the Plan. Such determinations of the Board of Directors shall be final and conclusive. A person whose status changes from consultant, employee, or member of the Board to any other of such positions without interruption shall not be considered to have ceased employment by reason of such change. Notwithstanding the foregoing, an Option shall be treated as a Non-Qualified Option to the extent that it remains exercisable for more than three months after the Participant ceases to be an employee of the Company or any Related Company for any reason other than death (unless death occurs within the three months following such termination of employment) or disability, or for more than one year following a Participant’s ceasing to be an employee as the result of becoming disabled, even if the Participant continues to be affiliated with the Company as a director or consultant.

Effect of Termination of Employment or Death on Options and SARs. (a) Except as otherwise provided in the instrument evidencing the Plan Benefit, if a Participant ceases to be employed by the Company or a Related Company for any reason, including retirement but other than death, any Option or SAR granted to such Participant under the Plan shall immediately terminate; provided, however, that, except as otherwise provided in the instrument evidencing the Plan Benefit, any portion of such Option or SAR which was otherwise exercisable on the date of termination of the Participant’s 's employment may be exercised within the three-month period following the date on which the Participant ceased to be so employed, but in no event after the expiration of the exercise period. Except as otherwise provided in the instrument evidencing the Plan Benefit, any such exercise may be made only to the extent of the number of shares subject to the Option or SAR which were purchasable or exercisable on the date of such termination of employment. If the Participant dies during such three-month period, the Option or SAR shall be exercisable by the Participant’s 's personal representatives, heirs or legatees to the same extent and during the same period that the Participant could have exercised the Option or SAR on the date of his or her death, except as otherwise provided in the instrument evidencing the Plan Benefit. (b) Except as otherwise provided in the instrument evidencing the Plan Benefit, if a Participant dies while an employee of the Company or any Related Company, any Option or SAR granted to such Participant under the Plan shall be exercisable by the Participant’s 's personal representatives, heirs or legatees, for the purchase of or exercise relative to that number of shares and to the same extent that the Participant could have exercised the Option or SAR on the date of his or her death. Except as otherwise provided in the instrument evidencing the Plan Benefit, the Option or SAR or any unexercised portion thereof shall terminate unless so exercised prior to the earlier of the expiration of six months from the date of such death or the expiration of the exercise period. (c) For the purpose of the foregoing provisions of this Section 6.5, a Participant shall be deemed to have ceased employment upon (i) the date the Participant ceases to be employed by, or to provide consulting services for, the Company or a Related Company, or any corporation (or any of its subsidiaries) which assumes the Participant’s 's Options or SARs in a transaction to which Section 424(a) of the Code applies; (ii) the date the Participant ceases to be a member of the Board of Directors of the Company; or (iii) in the case of a Participant who is, at the time of reference, both an employee or consultant and a Board member, the later of the dates determined pursuant to subparagraphs (i) and (ii) above. For purposes of clause (i) above, a Participant who continues his employment or consulting relationship with a Related Company subsequent to its sale by the Company shall have a termination of employment upon the date of such sale. The Board of Directors may in its discretion determine, in accordance with applicable laws, whether any leave of absence or absence in military or government service constitutes a cessation of employment for purposes of the Plan and the impact, if any, of any such leave of absence on Options and SARs theretofore granted under the Plan. Such determinations of the Board of Directors shall be final and conclusive. A person whose status changes from consultant, employee, or member of the Board to any other of such positions without interruption shall not be considered to have ceased employment by reason of such change. Notwithstanding the foregoing, an Option shall be treated as a Non-Qualified Option to the extent that it remains exercisable for more than three months after the Participant ceases to be an employee of the Company or any Related Company for any reason other than death (unless death occurs within the three months following such termination of employment) or disability, or for more than one year following a Participant’s 's ceasing to be an employee as the result of becoming disabled, even if the Participant continues to be affiliated with the Company as a director or consultant.

Effect of Termination of Employment or Death on Options and SARs. (a) Except as otherwise provided in the instrument evidencing the Plan Benefit, if a Participant ceases to be employed by the Company or a Related Company for any reason, including retirement but other than death, any Option or SAR granted to such Participant under the Plan shall immediately terminate; provided, however, that, except as otherwise provided in the instrument evidencing the Plan Benefit, any portion of such Option or SAR which was otherwise exercisable on the date of termination of the Participant’s 's employment may be exercised within the three-month period following the date on which the Participant ceased to be so employed, but in no event after the expiration of the exercise period. Except as otherwise provided in the instrument evidencing the Plan Benefit, any such exercise may be made only to the extent of the number of shares subject to the Option or SAR which were purchasable or exercisable on the date of such termination of employment. If the Participant dies during such three-month period, the Option or SAR shall be exercisable by the Participant’s 's personal representatives, heirs or legatees to the same extent and during the same period that the Participant could have exercised the Option or SAR on the date of his or her death, except as otherwise provided in the instrument evidencing the Plan Benefit. (b) Except as otherwise provided in the instrument evidencing the Plan Benefit, if a the Participant dies while an employee of the Company or any Related Company, any Option or SAR granted to such Participant under the Plan shall be exercisable by the Participant’s 's personal representatives, heirs or legatees, for the purchase of or exercise relative to that number of shares and to the same extent that the Participant could have exercised the Option or SAR on the date of his or her death. Except as otherwise provided in the instrument evidencing the Plan Benefit, the Option or SAR or any unexercised portion thereof shall terminate unless so exercised prior to the earlier of the expiration of six months from the date of such death or the expiration of the exercise period. (c) For the purpose of the foregoing provisions of this Section 6.5, a Participant shall be deemed to have ceased employment upon (i) the date the Participant ceases to be employed by, or to provide consulting services for, the Company or a Related Company, or any corporation (or any of its subsidiaries) which assumes the Participant’s Options or SARs in a transaction to which Section 424(a) of the Code applies; (ii) the date the Participant ceases to be a member of the Board of Directors of the Company; or (iii) in the case of a Participant who is, at the time of reference, both an employee or consultant and a Board member, the later of the dates determined pursuant to subparagraphs (i) and (ii) above. For purposes of clause (i) above, a Participant who continues his employment or consulting relationship with a Related Company subsequent to its sale by the Company shall have a termination of employment upon the date of such sale. The Board of Directors may in its discretion determine, in accordance with applicable laws, whether any leave of absence or absence in military or government service constitutes a cessation of employment for purposes of the Plan and the impact, if any, of any such leave of absence on Options and SARs theretofore granted under the Plan. Such determinations of the Board of Directors shall be final and conclusive. A person whose status changes from consultant, employee, or member of the Board to any other of such positions without interruption shall not be considered to have ceased employment by reason of such change. Notwithstanding the foregoing, an Option shall be treated as a Non-Qualified Option to the extent that it remains exercisable for more than three months after the Participant ceases to be an employee of the Company or any Related Company for any reason other than death (unless death occurs within the three months following such termination of employment) or disability, or for more than one year following a Participant’s ceasing to be an employee as the result of becoming disabled, even if the Participant continues to be affiliated with the Company as a director or consultant.