EXECUTIVE'S OPTION Sample Clauses

EXECUTIVE'S OPTION. In any Change in Control situation, the Executive may, at the Executive's sole discretion, elect to terminate the Executive's employment upon the effective date of such Change in Control by providing written notice to the Company at least ten (10) business days prior to the closing of the transaction (or ten (10) business days after receipt of notice of such transaction, whichever is later) giving rise to the Change in Control. In such case, the Executive shall receive the severance compensation as set forth in Section 5(d).
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EXECUTIVE'S OPTION. In the event Executive's employment with the Company is terminated (i) by the Company without Cause; (ii) by Executive for Good Reason; (iii) due to Executive's death; or (iv) by the Company due to Executive's Permanent Disability, Executive shall have the option (the "Executive Option"), exercisable at any time within ninety (90) days after such termination of employment (the "Executive Option Period"), to accelerate the vesting of all Unvested Shares by paying all outstanding principal under the Promissory Note and the accrued but unpaid interest thereon, calculated to the date the Executive Option is exercised; provided, however, that in the event of any termination of employment due to Executive's death or Permanent Disability, the Executive Option shall only be exercisable if (x) the per share fair market value of the Common Stock is greater than or equal to three dollars ($3.00) per share and (y) such termination of employment occurs one (1) year or more after the date of this Agreement (the foregoing conditions are collectively referred to as the "Threshold Conditions"). Upon the payment of all principal and interest under the Promissory Note in accordance with the previous sentence, all remaining Unvested Shares shall become Vested Shares. In the event that the Executive Option is not exercised within the Executive Option Period, or upon written notice from Executive that Executive will not exercise the Executive Option (the "Executive Notice"), whichever occurs first, the Company shall have the obligation to repurchase all Unvested Shares as described in Section 4 below.
Sample 1
EXECUTIVE'S OPTION. The Executive (or his personal representative or estate) shall have the right to require the Company to repurchase all or any portion of the shares of common stock acquired upon the exercise of this option at the price and on the terms and conditions set forth in sections 8(c) and (d) below. The Executive may exercise this right by delivering Notice to the Company at any time after the six-month anniversary of his termination of full-time employment with the Company and before the later to occur of (i) the date one year after his termination of full-time employment with the Company, and (ii) the date one year after the date Executive acquired the shares which are to be repurchased.
Sample 1
EXECUTIVE'S OPTION. In the event that the Executive's employment hereunder is terminated or terminates for any reason, the Executive may, for a period of 475 days after such termination, deliver written notice to the Parent that he desires to sell to the Parent his shares of common stock of the Parent which he has acquired upon exercise of stock options and held for at least one year. The Parent agrees that it shall purchase all such common stock as set forth in such notice at the fair market value thereof as determined pursuant to the procedure set forth below in Section 10.03.
Sample 1

Related to EXECUTIVE'S OPTION

  • Executive’s Death or Disability The Executive’s employment shall terminate immediately upon his death or, upon written notice as set forth below, his Disability. As used in this Agreement, Disability shall mean such physical or mental impairment as would render the Executive eligible to receive benefits under the long-term disability insurance policy or plan then made available by the Company Group to the Executive. If the Employment Period is terminated by reason of the Executive’s Disability, either party shall give thirty (30) days’ advance written notice to that effect to the other.

  • Executive’s Release In consideration of the promises and agreements set forth in the Change of Control Agreement, Executive does hereby for himself/herself and for his/her heirs, executors, successors and assigns, release and forever discharge the Company, its parents, subsidiaries, divisions, and affiliated businesses, direct or indirect, if any, together with its and their respective officers, directors, shareholders, management, representatives, agents, employees, successors, assigns, and attorneys, both known and unknown, in both their personal and agency capacities (collectively, “the Company Entities”) of and from any and all claims, demands, damages, actions or causes of action, suits, claims, charges, complaints, contracts, whether oral or written, express or implied and promises, at law or in equity, of whatsoever kind or nature, including but not limited to any alleged violation of any state or federal anti-discrimination statutes or regulations, including but not limited to Title VII of The Civil Rights Act of 1964, as amended, the Employee Retirement Income Security Act of 1974, as amended (ERISA), the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, breach of any express or implied contract or promise, wrongful discharge, violation of public policy, or tort, all demands for attorney's fees, back pay, holiday pay, vacation pay, bonus, group insurance, any claims for reinstatement, all employee benefits and claims for money, out of pocket expenses, and any claims for emotional distress, degradation or humiliation, that Executive might now have or may subsequently have, whether known or unknown, suspected or unsuspected, by reason of any matter or thing, arising out of or in any way connected with, directly or indirectly, any acts or omissions of the Company or any of its directors, officers, shareholders, employees and/or agents arising out of Executive's employment and termination from employment that have occurred prior to and including the Effective Date of this Release, except those matters specifically set forth herein and except for (i) any pension or retirement benefits that may have vested on Executive's behalf and (ii) any claim Executive may have with respect to the Severance Benefits or the Change of Control Agreement.

  • Termination of Executives Employment Termination of Executive's Employment means that (i) the Company has terminated Executive's employment with the Company (including any subsidiary of the Company) other than for Cause (as defined in Section 5.2), death or Disability (as defined in Section 5.3), or (ii) Executive, by written notice to the Company, has terminated his employment with the Company (including any subsidiary of the Company) for Good Reason (as defined below). For purposes of this Agreement, "Good Reason" means:

  • Executive’s Compensation The Company agrees to compensate the Executive as follows:

  • Executive’s Death In the event Executive shall die after, or within six months prior to, the date a Change in Control occurs and this Agreement becomes operative, all amounts and benefits which would have been payable or due to Executive if Executive had continued to live (including, in the event Executive dies after a Voluntary or Involuntary Termination, the amounts and benefits described in Section 4(c) hereof) shall be paid and provided in accordance with the terms of this Agreement to the executors, administrators, heirs or personal representatives of Executive's estate.

  • Exercise Period Upon Death or Disability If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

  • Death or Disability of Executive Executive's employment -------------------------------- hereunder shall terminate immediately upon the death or Disability of Executive.

  • Period of Exercisability Section 3.1 - Commencement of Exercisability ----------- ------------------------------

  • Death or Disability of Employee In the event that the Employee incurs a Termination of Service due to his or her death or Disability during a Performance Period, the Employee shall immediately vest [INSERT DESCRIPTION OF VESTING CONDITIONS]. In the event that any applicable law limits the Company’s ability to accelerate the vesting of this award of Performance Shares, this paragraph 4(b) shall be limited to the extent required to comply with applicable law.

  • Period of Exercise This Warrant is exercisable at any time or from time to time on or after the date on which this Warrant is issued and delivered pursuant to the terms of the Securities Purchase Agreement and before 6:00 p.m., New York, New York time on the fifth (5th) anniversary of the date of issuance (the "Exercise Period").

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