Effect of Termination of Service. 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death: (i) Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct, then the Optionee shall have a period of three (3) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. (ii) Should the Optionee's Service terminate by reason of Disability, then the Optionee shall have a period of twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. (iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or her estate or the person or persons to whom the option is transferred pursuant to the Optionee's will or the laws of inheritance shall have a twelve (12)-month period following the date of the Optionee's death to exercise such option. (iv) Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term. (v) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee's cessation of Service plus any additional Option Shares for which vesting is, pursuant to the terms of the applicable option agreement, to accelerate at the time of such cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested (after taking into account any vesting acceleration provisions tied to the Optionee's cessation of Service). (vi) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain outstanding. 2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to: (i) extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or (ii) permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested had the Optionee continued in Service.
Appears in 2 contracts
Samples: Merger Agreement (Discovery Laboratories Inc /De/), Merger Agreement (Discovery Laboratories Inc)
Effect of Termination of Service. 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death:
(i) Should : Any option outstanding at the Optionee cease to remain in time of the Optionee’s cessation of Service for any reason other than death, Disability or Misconduct, then the Optionee shall have a remain exercisable for such period of three (3) months following time thereafter as shall be determined by the date Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of such cessation of Service during which to exercise each the option term. Any outstanding option held by such Optionee.
(ii) Should the Optionee's Service terminate by reason of Disability, then the Optionee shall have a period at the time of twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held death and exercisable in whole or in part at that time may be subsequently exercised by such Optionee.
(iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or her the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the Optionee's ’s will or in accordance with the laws of inheritance shall have a twelve (12)-month period following the date of descent and distribution. Should the Optionee's death ’s Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to exercise such option.
(iv) Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term.
(v) outstanding. During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee's cessation of Service plus any additional Option Shares for which vesting is, pursuant to the terms of the applicable option agreement, to accelerate at the time of such ’s cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's ’s cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the extent the option is not otherwise at the that time exercisable or in which the Optionee is not otherwise at that time for vested (after taking into account any vesting acceleration provisions tied to the Optionee's cessation of Service).
(vi) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain outstanding.
2shares. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:
(i) : extend the period of time for which the option is to remain exercisable following the Optionee's ’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or
(ii) and/or permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's ’s cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested had the Optionee continued in Service.
Appears in 2 contracts
Samples: Option Agreement, Option Agreement
Effect of Termination of Service. 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death:
(i) Should Any option outstanding at the Optionee cease to remain in time of the Optionee's cessation of Service for any reason other than death, Disability or Misconduct, then the Optionee shall have a remain exercisable for such period of three time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option (3which shall in no event be less than six (6) months following in the date case of such death or disability nor less than thirty (30) days in the case of any other cessation of Service during which to exercise each outstanding Service), provided no such option held by such Optioneeshall be exercisable after the expiration of the option term.
(ii) Should the Optionee's Service terminate Any option exercisable in whole or in part by reason of Disability, then the Optionee shall have a period at the time of twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held death may be subsequently exercised by such Optionee.
(iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or her the Optionee's estate or by the person or persons to whom the option is transferred pursuant to the Optionee's will or in accordance with the laws of inheritance shall have a twelve (12)-month period following the date of the Optionee's death to exercise such option.descent and distribution. 4
(iviii) Under no circumstancesSubject to clause C.2.(ii) below of this Section I, however, shall any such option be exercisable after the specified expiration of the option term.
(v) During during the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee's cessation of Service plus any additional Option Shares for which vesting is, pursuant to the terms of the applicable option agreement, to accelerate at the time of such cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested (after taking into account any vesting acceleration provisions tied to the Optionee's cessation of Service).
(vi) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain outstanding.
2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:
(i) extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or
and/or (ii) permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested had the Optionee continued in Service.
Appears in 1 contract
Samples: Stock Purchase Agreement (Rhythms Net Connections Inc)
Effect of Termination of Service. 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death:
(ia) Should Any option outstanding at the Optionee cease to remain in time of the Optionee's cessation of Service for any reason other than death, Disability or Misconduct, then the Optionee shall have remain exercisable for a period of three (3) months following or period thereafter as shall be determined by the date Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of such cessation of Service during which to exercise each outstanding the option held by such Optioneeterm.
(iib) Should the Optionee's Service terminate Any option exercisable in whole or in part by reason of Disability, then the Optionee shall have a period at the time of twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held death may be exercised subsequently by such Optionee.
(iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or her the Optionee's estate or by the person or persons to whom the option is transferred pursuant to the Optionee's will or in accordance with the laws of inheritance shall have a twelve (12)-month period following the date of the Optionee's death to exercise such optiondescent and distribution.
(iv) Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term.
(vc) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee's cessation of Service plus any additional Option Shares for which vesting is, pursuant to the terms of the applicable option agreement, to accelerate at the time of such cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the extent the option is not otherwise at the that time exercisable or in which the Optionee is not otherwise at that time for vested (after taking into account any vesting acceleration provisions tied to the Optionee's cessation of Service)shares.
(vid) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain be outstanding.
2. (e) The Plan Administrator shall have complete the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:
(i) to extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or
(ii) and/or permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested under the option had the Optionee continued in Service.. I hereby notify Soligenix, Inc. (the "Corporation") that I elect to purchase _____ shares of the Corporation's Common Stock (the "Purchased Shares") at the option exercise price of $_____ per share (the "Exercise Price") pursuant to that certain option (the "Option") granted to me under the Corporation's 2015 Equity Incentive Plan on __________, 20_. Concurrently with the delivery of this Exercise Notice to the Corporation, I shall hereby pay to the Corporation the Exercise Price for the Purchased Shares in accordance with the provisions of my agreement with the Corporation (or other documents) evidencing the Option and shall deliver whatever additional documents may be required by such agreement as a condition for exercise. Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in my agreement to effect payment of the Exercise Price. Date Optionee Address: Print name in exact manner it is to appear on the stock certificate: Address to which certificate is to be sent, if different from address above: Social Security Number: Employee Number:
Appears in 1 contract
Effect of Termination of Service. 1. The following provisions shall govern the exercise of any options granted pursuant to the Discretionary Grant Program that are outstanding at the time of the Optionee’s cessation of Service or death: Any option outstanding at the time of the Optionee’s cessation of Service for any reason other than death, Retirement, Permanent Disability and Misconduct shall remain exercisable for such period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of the option term, and provided that if such documents do not include such a period of time, any such option shall remain so exercisable until the earlier of (i) the expiration of the three (3)-month period following the date of Optionee’s cessation of Service, and (ii) the expiration of the option term set forth in the documents evidencing the option. Any option held by the Optionee at the time of the Optionee’s cessation of Service due to Retirement or death:
Permanent Disability shall remain exercisable until the earlier of (i) Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct, then expiration of the Optionee shall have a twelve (12)-month period of three (3) months following the date of such Optionee’s cessation of Service during which to exercise each outstanding and (ii) the expiration of the option term set forth in the documents evidencing the option. Any option held by such Optionee.
(ii) Should the Optionee at the time of the Optionee's Service terminate ’s death and exercisable in whole or in part at that time may be subsequently exercised by reason of Disability, then the Optionee shall have a period of twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee.
(iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or her the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the Optionee's ’s will or the laws of inheritance or by the Optionee’s designated beneficiary or beneficiaries of that option. Any such option shall have a remain so exercisable until the earlier of (i) the expiration of the twelve (12)-month period following the date of Optionee’s death, and (ii) the Optionee's death to exercise such option.
(iv) Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term.
(v) term set forth in the documents evidencing the option. Should the Optionee’s Service be terminated for Misconduct or should the Optionee otherwise engage in Misconduct while holding one or more outstanding options granted under this Article Two, then all of those options shall terminate immediately and cease to be outstanding. During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee's cessation of Service plus any additional Option Shares for which vesting is, pursuant to the terms of the applicable option agreement, to accelerate at the time of such exercisable. No additional shares shall vest under the option following the Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator in its sole discretion pursuant to an express written agreement with the Optionee. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested (after taking into account any vesting acceleration provisions tied to the Optionee's cessation of Service).
(vi) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain outstanding.
2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:
(i) : extend the period of time for which the option is to remain exercisable following the Optionee's ’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term; include an automatic extension provision whereby the specified post-Service exercise period in effect for any option granted under this Article Two shall automatically be extended by an additional period of time equal in duration to any interval within the specified post-Service exercise period during which the exercise of that option or the immediate sale of the shares acquired under such option could not be effected in compliance with applicable federal and state securities laws, and/or
(ii) but in no event shall such an extension result in the continuation of such option beyond the expiration date of the term of that option; and/or permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's ’s cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested had the Optionee continued in Service.
Appears in 1 contract
Effect of Termination of Service.
1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death:
(i) Should Any option outstanding at the Optionee cease to remain in time of the Optionee’s cessation of Service for any reason other than death, Disability or Misconduct, then the Optionee shall have a remain exercisable for such period of three (3) months following time thereafter as shall be determined by the date Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of such cessation of Service during which to exercise each outstanding the option held by such Optionee.term.
(ii) Should the Optionee's Service terminate by reason of Disability, then the Optionee shall have a period of twelve (12) months following the date of such cessation of Service during which to exercise each outstanding Any option held by such Optionee.
(iii) If the Optionee dies while holding an outstanding option, then at the time of death and exercisable in whole or in part at that time may be subsequently exercised by the personal representative of his or her the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the Optionee's ’s will or the laws of inheritance shall have a twelve (12)-month period following the date of or by the Optionee's death to exercise such ’s designated beneficiary or beneficiaries of that option.
(iv) Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term.
(viii) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee's cessation of Service plus any additional Option Shares for which vesting is, pursuant to the terms of the applicable option agreement, to accelerate at the time of such ’s cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's ’s cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the extent the option is not otherwise at the that time exercisable or in which the Optionee is not otherwise at that time for vested (after taking into account any vesting acceleration provisions tied to the Optionee's cessation of Service).
(vi) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain outstanding.shares.
2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to::
(i) extend the period of time for which the option is to remain exercisable following the Optionee's ’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/orand/or
(ii) permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's ’s cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested had the Optionee continued in Service..
Appears in 1 contract
Samples: 2022 Ligand Service Provider Assumed Award Plan (Avista Public Acquisition Corp. II)
Effect of Termination of Service. 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death:
(i) Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct, then the Optionee shall have a period of three (3) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee.
(ii) Should the Optionee's Service terminate by reason of Disability, then the Optionee shall have a period of twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee.
(iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or her estate or the person or persons to whom the option is transferred pursuant to the Optionee's will or the laws of inheritance or the Optionee's designated beneficiary or beneficiaries of that option shall have a twelve (12)-month period following the date of the Optionee's death to exercise such option.
(iv) . Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term.
(viv) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee's cessation of Service plus any additional Option Shares for which vesting is, pursuant to the terms of the applicable option agreement, to accelerate at the time of such cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested (after taking into account any vesting acceleration provisions tied to the Optionee's cessation of Service)vested.
(vi) 2. Should the Optionee's Service be terminated for MisconductMisconduct or should Optionee otherwise engage in Misconduct while holding one or more outstanding options under the Plan, then all outstanding those options held by the Optionee shall terminate immediately and cease to remain outstanding.
2. The Plan Administrator shall have complete the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:
(i) extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service or death from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or
(ii) permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested under the option had the Optionee continued in Service.
Appears in 1 contract
Samples: Stock Option Plan (OccuLogix, Inc.)
Effect of Termination of Service. 1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation a. If your Termination of Service or death:
(i) Should occurs at any time during the Optionee cease to remain in Service option term for any reason other than deathas provided in Subsections (b), Disability (c), (d) or Misconduct(e) below, then the Optionee shall have a period for exercising this option will be limited to the six-month period commencing with the date of your Termination of Service; provided that in no event will this option be exercisable at any time after the Expiration Date. During any such limited period of three exercisability, this option may not be exercised for more than the number of Optioned Shares (3if any) months for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding.
b. If your Termination of Service is due to your death at a time when the option remains outstanding, then this option [ill become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for a twelve-month period following the date of such cessation of Service during which to exercise each outstanding death; provided that in no event shall this option held by such Optionee.
(ii) Should be exercisable at any time after the Optionee's Service terminate by reason of Disability, then Expiration Date. Upon the Optionee shall have a period of twelve (12) months following the date expiration of such cessation of Service during which twelve-month period or (if earlier) upon the Expiration Date, this option will terminate and cease to exercise each outstanding be outstanding. Upon your death, the option held will be exercisable by such Optionee.
(iii) If the Optionee dies while holding an outstanding option, then the personal representative of his or her your estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the Optionee's will or earlier of (i) the laws expiration of inheritance shall have a twelve (12)-month the twelve-month period following the date of the Optionee's your death to exercise such option.
or (ivii) Under no circumstances, however, shall any such option be exercisable after the specified expiration Expiration Date of the option term.
c. If you become permanently disabled and, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (vcommencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During the applicable post-Service exercise periodsuch limited period of exercisability, the this option may not be exercised in the aggregate for more than the number of vested shares Optioned Shares (if any) for which the this option is exercisable on at the date of the Optionee's cessation of Service plus any additional Option Shares for which vesting is, pursuant to the terms of the applicable option agreement, to accelerate at the time of such cessation your Termination of Service. Upon the expiration of the applicable exercise such limited period of exercisability or (if earlier) upon the expiration of the Expiration Date, this option term, the option shall will terminate and cease to be outstanding outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Company or its Subsidiaries.
d. If you retire at or after age fifty-five (55) and the sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination of Service occurs at any vested shares for which time during the option has term, then this option will become fully exercisable as of the date of Retirement (even if the option was not been exercisedfully exercisable prior to Retirement) and will remain exercisable for the full option term until the Expiration Date as if you had not incurred a Termination of Service. HoweverOn the Expiration Date, the option shall, immediately upon the Optionee's cessation of Service, will terminate and cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable or in which the Optionee is not otherwise at that time vested (after taking into account any vesting acceleration provisions tied to the Optionee's cessation of Service).
(vi) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain outstanding.
2. The Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:e. Should
(i) extend the period of time for which the option is to remain exercisable following the Optionee's cessation your Termination of Service from the limited exercise period otherwise in effect occur for that option to such greater period of time as the Plan Administrator shall deem appropriatecause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or theft, any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or any similar concept) as provided in no event beyond the expiration of the option termsuch agreement), and/or
or (ii) permit you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercised, during exercisable immediately upon the applicable post-Service exercise period, not only with respect to the number date of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's cessation Termination of Service but also with respect to one or more additional installments in which the Optionee would have vested had the Optionee continued in Servicesuch unauthorized use or disclosure of confidential or secret information or attempt thereat.
Appears in 1 contract
Samples: Stock Option Agreement (XOMA Corp)
Effect of Termination of Service. (1. ) The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or deathService:
(ia) Should Any option outstanding at the Optionee cease to remain in time of the Optionee's cessation of Service for any reason other than except death, Permanent Disability or Misconduct, then the Optionee Misconduct shall have remain exercisable for a period of three (3) months following month period thereafter, provided no option shall be exercisable after the date Expiration Date.
(b) Any option outstanding at the time of such the Optionee's cessation of Service during which due to exercise each outstanding option held by such Optionee.
(ii) Should the Optionee's Service terminate by reason of Disability, then the Optionee death or Permanent Disability shall have remain exercisable for a period of twelve (12) months following month period thereafter, provided no option shall be exercisable after the date of such cessation of Service during which Expiration Date. Subject to exercise each outstanding the foregoing, any option held exercisable in whole or in part by such Optionee.
(iii) If the Optionee dies while holding an outstanding option, then at the time of death may be exercised subsequently by the personal representative of his or her the Optionee's estate or by the person or persons to whom the option is transferred pursuant to the Optionee's will or in accordance with the laws of inheritance shall have a twelve descent and distribution.
(12)-month period following the date of c) Should the Optionee's death Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to exercise such optionbe outstanding.
(iv) Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term.
(vd) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee's cessation of Service plus any additional Option Shares for which vesting is, pursuant to the terms of the applicable option agreement, to accelerate at the time of such cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, ; the option shall, immediately upon the Optionee's cessation of Service, terminate and cease to be outstanding with respect to any and all option shares for which the extent the option is not otherwise at that time exercisable. Upon the time exercisable expiration of the applicable exercise period or in (if earlier) upon the Expiration Date, the option shall terminate and cease to be outstanding for any shares for which the Optionee is option has not otherwise at that time vested (after taking into account any vesting acceleration provisions tied to the Optionee's cessation of Service)been exercised.
(vi2) Should the Optionee's Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to remain outstanding.
2. The Plan Administrator shall have complete the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:
(ia) extend the period of time for which the option is to remain exercisable following the Optionee's cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of 13 time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option termExpiration Date, and/or
(iib) permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee's cessation of Service but also with respect to one or more additional installments in which the Optionee shares that would have vested under the option had the Optionee continued in Service.
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Samples: Executive Employment Agreement (Sportsnuts Com International Inc)