Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events: (a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date; (b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability; (c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause; (d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability); (e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date; (f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date; (g) The Extended Exercise Date in the event of an Optionee’s Job Elimination; (h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or (i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.
Appears in 6 contracts
Samples: Employment Agreement (Energy Future Holdings Corp /TX/), Employment Agreement (Energy Future Holdings Corp /TX/), Employment Agreement (Energy Future Holdings Corp /TX/)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the The Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The fifth anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients if the Optionee’s employment is terminated by reason of Retirement;
(c) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, Recipients if the Optionee’s employment is terminated by reason of death or Disability;
Disability (cunless earlier terminated as provided in Section 3.2(h) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Causebelow);
(d) Thirty (30) days after The first anniversary of the date of an the Optionee’s resignation from termination of employment with the Company and all Service Recipients without Good Reason if the Optionee’s employment terminates (except due to death 1) within two (2) years following a Change in Control and (2) for any reason other than an involuntary termination with Cause or Disabilitya Retirement (in the case of an involuntary termination with Cause or a Retirement, the provisions of Section 3.2 (g) and (b), as applicable, shall instead apply);
(e) One hundred and eighty Ninety (18090) days after the date of: (i) an of the Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s involuntary termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(gSection 3.2(c)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in Ninety (90) days after the event date of (i) an the Optionee’s resignation from voluntary termination of employment with the Company and all Service Recipients by the Optionee (for Good Reason; (iiany reason other than as set forth in Section 3.2(b) an Optionee’s Retirement; or (iiic));
(g) an Immediately upon the date of the Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job EliminationCause;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.
Appears in 4 contracts
Samples: Stock Option Award Agreement (Dollar General Corp), Stock Option Award Agreement (Dollar General Corp), Stock Option Award Agreement (Dollar General Corp)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years from the Grant Date; or
(b) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Grant Date so long as Code), at the Optionee remains employed with time the Option was granted, more than 10% of the total combined voting power of all classes of shares of the Company or any Service Recipient through such date;“subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date; or
(bc) The first anniversary opening of business on the day of the termination of Participant’s Continuous Service by reason of a termination by the Company for Cause, unless the Committee, in its discretion, determines that a longer period is appropriate; or
(d) The expiration of six months from the date of the Optionee’s termination of employment with the Company and all Participant’s Continuous Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal by reason of Optionee’s existing employment agreement a termination by the Company for Cause or other applicable Service Recipientthe Participant’s death, in Disability, or retirement; provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to be an Incentive Stock Option on the event expiration of three months from such termination listed in of Continuous Service (iand shall thereafter be a Nonqualified Stock Option), (ii)provided, or (iii) occurs prior further, that to the fifth anniversary extent that the Participant is prohibited from selling Shares pursuant to the Company’s xxxxxxx xxxxxxx policy at all times during such six-month period, with the exception of an open trading window of less than seven days, the Closing Date;
(f) The Extended Exercise Date in Option shall expire on the event later of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; seventh day following the opening of the first open trading window thereafter or (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth first anniversary of the Closing Date;
(g) The Extended Exercise Date in the event Participant’s Termination of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s AgreementServices; or
(e) The expiration of one year from the date of the termination of Participant’s Continuous Service by reason of (i) At the discretion Participant’s death or Disability; or (ii) the retirement, after a minimum of ten years of service, of a Participant who is at least 55 years old, provided, however, that to the extent that the Participant is prohibited from selling Shares pursuant to the Company’s xxxxxxx xxxxxxx policy at all times during such one-year period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the Company, if the Committee so determines pursuant to Section 9 of the Planfirst open trading window thereafter. Notwithstanding the foregoing, if any Option vests after the time periods Participant’s Termination of Services for reasons set forth in this herein pursuant to Section 3.2 3.1 and the Participant has a limit of one year following such Termination of Services to exercise the Option pursuant to paragraph (e), the Participant shall not begin have six months after the Option vests to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursexercise such Option.
Appears in 4 contracts
Samples: Stock Option Agreement (Perimeter Solutions, SA), Stock Option Agreement (Perimeter Solutions, SA), Stock Option Agreement (Perimeter Solutions, SA)
Expiration of Option. Except as otherwise provided in Section 5 or 6 6.1 This Option shall expire and become null and void upon the happening of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur whichever of the following eventsevents shall first occur:
(a) The tenth expiration of three (3) months after the Optionee ceases to be employed by the Company and all of its Subsidiaries for any reason other than termination for one of the reasons set forth below in Section 6.1(b), (c) or (d) or expiration of this Option pursuant to Section 6.1(e) of this Agreement;
(b) expiration of three (3) years since the Optionee’s (i) termination of employment by reason of death; or (ii) termination of employment by reason of Disability (as defined in the Termination Protection Agreement for Corporate Executives between the Company and the Optionee); or (iii) involuntary termination by the Company without Cause or voluntary termination of employment by Optionee for Good Reason (each as defined in the Employment Agreement) at any time at or after the earlier to occur of (x) the second anniversary of the Grant Date so long as or (y) the date that Optionee remains employed with attains age 55; or (iv) voluntary termination of employment by Optionee without Good Reason at any time at or after the Company or any Service Recipient through such datefourth anniversary of the Grant Date provided that Optionee had then attained age 55;
(bc) The first expiration of one (1) year since the Optionee’s involuntary termination by the Company without Cause or voluntary termination of employment by Optionee for Good Reason at any time on or before the earlier to occur of (x) the second anniversary of the Grant Date or (y) the date that Optionee attains age 55;
(d) the first anniversary of the Optionee’s termination of employment with following a Change in Control (as defined in Section 7 hereof); or
(e) the Company and all Service RecipientsExercise Term expires. Except as provided in Section 6.2 below, if only those portions of this Option exercisable as of the date of termination of the Optionee’s employment may be exercised. In the event of the Optionee’s death, the Option shall be exercisable, to the extent provided in the Plan and this Agreement, by the legatee or legatees under the Optionee’s will, or by the Optionee’s legal representatives or distributees and such person or persons shall be substituted for the Optionee each time the Optionee is terminated by reason referred to herein.
6.2 The provisions of Section 4 of this Agreement to the contrary notwithstanding:
(a) upon the Optionee’s death or Disability;
(c) Immediately upon the date termination of an the Optionee’s termination of employment by the Company and all Service Recipients without Cause or by the Optionee for Cause;
(d) Thirty (30) days after the date of an Good Reason or due to Optionee’s resignation from employment with Disability, a number of unvested Shares of this Option shall become immediately vested and exercisable, until the Company and all Service Recipients without Good Reason (except due expiration of the period provided in Section 6.1 above, equal to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date 250,000 Shares in the event of (i) an Optionee’s resignation from employment with such a termination occurring on or before the Company first anniversary of the Grant Date and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date 500,000 shares in the event of an Optionee’s Job Elimination;such a termination occurring after the first anniversary of the Grant Date; and
(hb) Immediately upon the date of an Optionee’s breach any Change in Control of the provisions Company this Option shall become exercisable as provided below in Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs7.
Appears in 4 contracts
Samples: Non Qualified Stock Option Agreement (Radioshack Corp), Non Qualified Stock Option Agreement (Radioshack Corp), Non Qualified Stock Option Agreement (Radioshack Corp)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the The Optionee may not exercise the exercisable portion of the Option to any extent after and the unexercised portion of the Option shall lapse, upon the first to occur of the following events:
(a) The the tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The the first anniversary of the date of the Optionee’s termination of employment with the Company and all Service RecipientsEmployment, if the Optionee’s employment Employment is terminated by reason of death or Disability;; provided, that if during such entire period the Membership Units are not publicly traded on an established securities market (“publicly traded”) or if Optionee is not legally free to sell on such market the Membership Units that are subject to the vested portion of the Option, then as to the vested portion of the Option, the Option will remain outstanding through six months following the date upon which (x) the last of the Membership Units that are subject to such portion of the Option becomes publicly traded and (y) the Optionee would be legally free to sell the last of such Membership Units on such market (but in no event beyond the tenth anniversary of the Grant Date) (the “Proviso Period”); or
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
one hundred eighty (d) Thirty (30180) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment Employment by the Company and all Service Recipients or its Affiliates without Cause (for any reason other than as set forth in Sections Section 3.2(b)) or 3.2(g))by the Optionee for Good Reason; provided, including that this exercise period will be extended subject to the application of the Proviso Period; or
(d) immediately upon nonrenewal the date of the Optionee’s existing employment agreement termination of Employment by the Company or other applicable Service Recipientits Affiliates for Cause; or
(e) thirty (30) days after termination of Employment by the Optionee without Good Reason; provided, in the event such termination listed in (i), (ii), or (iii) occurs prior that this exercise period will be extended subject to the fifth anniversary application of the Closing Date;Proviso Period; or
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Option is terminated pursuant to Section 22(a)(ii) 5.1 or 5.2 of the Management StockholderUnitholder’s Agreement; or
(ig) At the discretion of the Company, if the Committee so determines pursuant to Section 9 7 or 8 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.
Appears in 3 contracts
Samples: Unit Option Award Agreement (Academy Sports & Outdoors, Inc.), Unit Option Award Agreement (Academy Sports & Outdoors, Inc.), Unit Option Award Agreement (Academy Sports & Outdoors, Inc.)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years from the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;Date; or
(b) The first anniversary expiration of three months following the date of the Optionee’s termination Termination of employment Service, unless such Termination of Service occurs by reason of the Optionee’s death or Disability or as set forth in a written agreement with the Company; or
(c) The expiration of twelve months following the date of the Optionee’s Termination of Service by reason of the Optionee’s Disability; or
(d) The expiration of eighteen months following the date of the Optionee’s Termination of Service by reason of the Optionee’s death.
(e) For purposes of this Agreement, “Termination of Service” means the time when the employment relationship between the Optionee and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death or Disability; but excluding (a) a termination where there is a simultaneous reemployment or continuing employment of the Optionee by the Company or any Subsidiary or a parent corporation thereof (within the meaning of Section 422 of the Code), (b) at the discretion of the Committee, a termination which results in a temporary severance of the employee-employer relationship, and (c) at the discretion of the Committee, a termination which is followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the former Employee. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Service for the purposes of this Agreement, and all Service Recipientsquestions of whether particular leaves of absence for Optionees constitute Terminations of Service. Notwithstanding any other provision of the Plan or this Agreement, if the Company or any Subsidiary has an absolute and unrestricted right to terminate the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (and/or consultancy at any time for any reason other than as set forth in Sections 3.2(b) whatsoever, with or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurscause.
Appears in 3 contracts
Samples: Stock Option Agreement (Sunesis Pharmaceuticals Inc), Stock Option Agreement (Renovis Inc), Stock Option Agreement (Renovis Inc)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(i) The expiration of ten (10) years from the date the Option was granted; or
(ii) Except if (a) The tenth anniversary the Employee is totally disabled (within the meaning of Section 22(e)(3) of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;
Code), (b) The first anniversary the Employee retires within the meaning of clause (iv) below, or (c) the Employee dies, the expiration of three months from the date of the Optionee’s termination Employee's Termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (Employment for any reason other than as set forth in Sections 3.2(b) or 3.2(g))unless the Employee dies within said three-month period; provided, including however, that the Board reserves the right to cancel and terminate this Option immediately upon nonrenewal Termination of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients Employment for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreementcause; or
(iiii) At If the discretion Employee is totally disabled (within the meaning of Section 22(e)(3) of the Code), the expiration of one year from the date of the Employee's Termination of Employment by reason of his disability unless the Employee dies within said one-year period; or
(iv) If the Employee retires after reaching the Company's normal retirement age or takes early retirement with the consent of the Board, the expiration of two years from the date of the Employee's Termination of Employment by reason of such retirement; or
(v) The expiration of one year from the date of the Employee's death unless clause (iv) above provides a longer period of exercise; or
(vi) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person of all or substantially all of the Company's assets or eighty percent (80%) or more of the Company's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Board waives this provision in connection with such transaction. At least ten (10) days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Board shall give the Employee notice of such event if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in Option has then neither been fully exercised nor become unexercisable under this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs3.3.
Appears in 3 contracts
Samples: Option to Purchase Shares of Common Stock (Daisytek International Corporation /De/), Option to Purchase Shares of Common Stock (Daisytek International Corporation /De/), Option to Purchase Shares of Common Stock (Daisytek International Corporation /De/)
Expiration of Option. Except as otherwise provided in Section 5 or 6 Subject to the provisions of Exhibit C to the Management Stockholder’s AgreementGrant Notice, the Optionee Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years from the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the date Code), at the time the Option was granted, more than 10% of the Optionee’s termination total combined voting power of employment with all classes of stock of the Company and all Service Recipientsor any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), if the Optionee’s employment is terminated by reason expiration of death or Disabilityfive years from the Grant Date;
(c) Immediately upon The expiration of three months from the date of the Participant’s Termination of Service, unless such termination occurs by reason of the Participant’s death, Disability or for Cause (as defined in Exhibit C to the Grant Notice); provided, however, that if, during any part of such three month period, Participant’s Option is not exercisable solely because of the condition set forth in Section 4.5(b), Participant’s Option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an Optioneeaggregate period of thirty days after Participant’s termination Termination of employment by the Company and all Service Recipients for CauseService;
(d) Thirty (30) days after The expiration of one year from the date of an Optioneethe Participant’s resignation from employment with the Company and all death if Participant dies prior to his or her Termination of Service Recipients without Good Reason (except due to death or Disability)within three months after his or her Termination of Service;
(e) One hundred and eighty (180) days after The expiration of one year from the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;Participant’s Termination of Service by reason of the Participant’s Disability; or
(f) The Extended Exercise Date date of Participant’s Termination of Service by the Company for Cause. If the Participant’s option is an Incentive Stock Option, note that, to obtain the federal income tax advantages associated with an “incentive stock option,” the Code requires that at all times beginning on the date of grant of the Participant’s Option and ending on the day three months before the date of Participant’s Option’s exercise, Participant must be an Employee of the Company or an affiliate, except in the event of (i) Participant’s death or Disability. The Company has provided for extended exercisability of Participant’s Option under certain circumstances for Participant’s benefit but cannot guarantee that Participant’s Option will necessarily be treated as an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; “incentive stock option” if Participant continues to be employed by or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by provide services to the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), an affiliate as a Consultant or (iii) occurs on Director after Participant’s employment terminates or if Participant otherwise exercises its options more than three months after the fifth anniversary date Participant’s employment terminates. In addition and for the avoidance of doubt, upon Termination of Service, the Participant’s vested Option shall be subject to the call right specified in Section 4 of the Closing Date;
Stockholders Agreement (g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursdefined below).
Appears in 3 contracts
Samples: Stock Option Agreement (Image Entertainment Inc), Stock Option Agreement (Image Entertainment Inc), Stock Option Agreement (Image Entertainment Inc)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s 's Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;Date; or
(b) The first anniversary of the date of the Optionee’s 's termination of employment with the Company and all Service Recipientsemployment, if the Optionee’s 's employment is terminated by reason of death or Disability;Permanent Disability (unless earlier terminated as provided in Section 3.2(e) below); or
(c) Immediately upon the date of an the Optionee’s 's termination of employment by the Company and all Service Recipients or its Subsidiaries or Affiliates for Cause;; or
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s 's termination of employment by the Company and all Service Recipients or any of its Subsidiaries or Affiliates without Cause (for any reason other than as set forth in Sections Section 3.2(b)) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company Optionee for Good Reason (in either case unless earlier terminated as provided in Section 3.2(e) below); or
(e) The date the Option is terminated pursuant to Section 5 or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary 6 of the Closing Date;Management Stockholder's Agreement; or
(f) The Extended Exercise Date in Thirty (30) days after the event date of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s 's termination of employment by the Company and all Service Recipients Optionee without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;Good Reason; or
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
One Hundred and Eighty (h180) Immediately upon days after the date of an Optionee’s breach 's Qualified Retirement from the Company or any of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreementits Subsidiaries; or
(ih) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation, dissolution or other corporate event of the Company after (x) ten (10) days prior written notice to run with respect the Optionee that the Company intends to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements exercise such discretion and an opportunity for the Company Optionee to exercise his Options, (y) payment to the Optionee in respect of the termination of his Options, or (z) an opportunity for the Fiscal Year immediately preceding the Fiscal Year Executive to rollover his Options into new stock options, in which, or for the Fiscal Year in which, termination of employment occursconnection with such transaction.
Appears in 3 contracts
Samples: Stock Option Agreement (Sealy Mattress CORP), Stock Option Agreement (Sealy Mattress CORP), Stock Option Agreement (Sealy Mattress CORP)
Expiration of Option. Except as otherwise provided in Section 5 or Section 6 of the Management Stockholder’s Agreement, the Optionee may not exercise any vested portion of the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date Date, so long as the Optionee remains employed with the Company or any Service Recipient through such date;
(b) The first anniversary of the date of the termination of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an the termination of the Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty For purposes of any vested portion of the Time Option and vested portion of the Performance Option (30) other than any portion that may become vested pursuant to Section 3.1(a)(iii)), 30 days after following the date of an the termination of Optionee’s resignation from employment with by the Company and all Service Recipients by the Optionee without Good Reason (except due to death or Disability); and for purposes of any vested portion of the Performance Option that becomes vested pursuant to Section 3.1(a)(iii), the later of (x) 30 days following the date of the termination of Optionee’s employment by the Company and all Service Recipients by the Optionee without Good Reason (except due to death or Disability) or (y) 30 days following the Determination Date which follows the date of the termination of Optionee’s employment by the Company and all Service Recipients by the Optionee without Good Reason (except due to death or Disability);
(e) One One-hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) of an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(gexcept due to Disability)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in One-hundred eighty (180) days after the event date of (i) an Optionee’s resignation from termination of employment with the Company and all Service Recipients by the Optionee for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in date the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Option is terminated pursuant to Section 22(a)(ii) 4 or 5 of the Management Stockholder’s Agreement; or
(ih) At Notwithstanding any of the foregoing, at the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.
Appears in 3 contracts
Samples: Stock Option Agreement, Stock Option Agreement (Del Monte Corp), Stock Option Agreement (Del Monte Corp)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipientsemployment, if the Optionee’s employment is terminated by reason of death or Permanent Disability;
(c) Immediately upon the date of the Optionee’s termination of employment by the Company or its Subsidiaries or Affiliates for Cause;
(d) Ninety (90) days after the date of an Optionee’s termination of employment by the Company or any of its Subsidiaries or Affiliates without Cause (for any reason other than as set forth in Section 3.2(b));
(e) Ninety (90) days after the date of an Optionee’s termination of employment with the Company or any of its subsidiaries or affiliates by the Optionee with Good Reason;
(f) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients or any of its subsidiaries or affiliates by the Optionee without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in date the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Option is terminated pursuant to Section 22(a)(ii) 5 or 6 of the Management Stockholder’s Agreement; or
(ih) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation, dissolution or other corporate event of the Company after (x) ten (10) days prior written notice to run with respect the Optionee that the Company intends to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements exercise such discretion and an opportunity for the Company Optionee to exercise his Options (whether or not then otherwise vested and exercisable), (y) payment to the Optionee in respect of the termination of his Options, or (z) an opportunity for the Fiscal Year immediately preceding Executive to convert his Options into new options to purchase voting securities of the Fiscal Year surviving or parent entity, in which, or for the Fiscal Year in which, termination of employment occursconnection with such transaction.
Appears in 3 contracts
Samples: Stock Option Agreement (Visant Holding Corp), Stock Option Agreement (Visant Corp), Stock Option Agreement (Visant Corp)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the The Optionee may not exercise any vested portion of the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient an Eligible Individual through such date;
(b) The first fifth anniversary of the date of the Optionee’s termination of employment with the Company and all Service RecipientsCompany, if the Optionee’s employment is terminated by reason of Retirement;
(c) The second anniversary of the date of the Optionee’s termination of employment with the Company, if the Optionee’s employment is terminated by reason of Good Leaving;
(d) The second anniversary of the date of the Optionee’s termination of employment with the Company, if the Optionee’s employment is terminated by reason of death or Permanent Disability;
(ce) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
Except as otherwise provided in this Section 3, ninety (d) Thirty (3090) days after the date the Optionee ceases to be an Eligible Individual by reason of an the Optionee’s voluntary resignation from employment with or the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an OptioneeCompany’s termination of the employment by the Company and all Service Recipients or service relationship without Cause (for any reason other than as set forth in Sections 3.2(bclause (b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (iiabove), or (iii) occurs prior to the fifth anniversary by reason of the Closing Dateentity for which services are performed by the Optionee ceasing to be Laureate or a Subsidiary;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of the Optionee ceases to be an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s AgreementEligible Individual for Cause; or
(ig) At the discretion of the Company, if the Committee Administrator so determines pursuant to Section 9 11 of the Plan. Notwithstanding In no event may the foregoing, Option be exercised after the time periods Expiration Date of the Option set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until on the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurssignature page hereof.
Appears in 2 contracts
Samples: Stock Option Agreement (Laureate Education, Inc.), Stock Option Agreement (Laureate Education, Inc.)
Expiration of Option. Except as otherwise provided in (a) The Option shall expire (and to the extent it previously has become vested and exercisable under Section 5 or 6 4 above, it shall cease to be exercisable) at the beginning of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following eventsfollowing:
(ai) The tenth anniversary of the Grant Date so long specified above;
(ii) In the event the Participant ceases to serve as the Optionee remains employed with an Employee, Director or Consultant of the Company and/or any Subsidiary on account of the Participant's death or "permanent and total disability" as defined in Section 22(e)(3) of the Code ("Disability"), the date that is one year after the effective date of such termination of employment; and
(iii) In the event the Participant ceases to serve as an Employee, Director or Consultant of the Company and/or any Service Recipient through Subsidiary for any reason other than the Participant's death or Disability (whether such date;separation from service is voluntary or involuntary, with or without cause), the date that is three (3) months after the effective date of the Participant's termination of service (unless the Participant dies during such three-month period, in which case the three-month period shall be extended to one year from the date of the Participant's termination of service).
(b) The first anniversary Notwithstanding any provisions of Section 5(a)(iii) above to the contrary, if exercise of the date Option following termination of service during the three-month time period set forth in Section 5(a)(iii) above or sale during such period of the Optionee’s termination Shares acquired on exercise would violate any of employment with the provisions of the federal securities laws (or any Company and all Service Recipientspolicy related thereto), if the Optionee’s employment is terminated by reason three-month time period to exercise the Option shall be extended until the later of death or Disability;
(ci) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
forty-five (d) Thirty (3045) days after the date that the exercise of an Optionee’s resignation from employment with the Option or sale of the Shares acquired upon exercise would not be a violation of the federal securities laws (or a related Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (iipolicy), or (iiiii) occurs prior to the fifth anniversary end of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as three-month time period set forth in Sections 3.2(bSection 5(a)(iii) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;above.
(gc) The Extended Exercise Date Notwithstanding Sections 5(a) and 5(b) above or any other provisions of this Award Agreement to the contrary, this Option may terminate in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions connection with a Change in Control as provided in Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 11 of the Plan. Notwithstanding .
(d) Nothing herein limits the foregoing, discretionary authority of the time periods set forth Committee under the Plan to waive termination provisions in this Section 3.2 shall not begin to run with respect to Performance Options that vest whole or in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year part in which, or for the Fiscal Year in which, termination of employment occursspecial circumstances.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (ULURU Inc.), Non Statutory Stock Option Award Agreement (ULURU Inc.)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipientsemployment, if the Optionee’s employment is terminated by reason of death or DisabilityPermanent Disability (unless earlier terminated as provided in Section 3.2(g) below);
(c) Immediately upon the date of an the Optionee’s termination of employment by the Company and all Service Recipients Holdco or its Subsidiaries or Affiliates for Cause;
(d) Thirty One hundred and eighty (30180) days after the date of an Optionee’s resignation from termination of employment with the Company and all Service Recipients by Holdco or any of its Subsidiaries or Affiliates without Good Reason Cause (except due to death or Disabilityfor any reason other than as set forth in Section 3.2(b));
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) of an Optionee’s termination of employment with Holdco or any of its Subsidiaries or Affiliates by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing DateOptionee with Good Reason;
(f) The Extended Exercise Date in Thirty (30) days after the event date of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment with Holdco or any of its Subsidiaries or Affiliates by the Company and all Service Recipients Optionee without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing DateGood Reason;
(g) The Extended Exercise Date in date the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Option is terminated pursuant to Section 22(a)(ii) 5 or 6 of the Management Stockholder’s Agreement; or
(ih) At the discretion of the CompanyHoldco, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin effective date of either the merger or consolidation of Holdco into another Person, or the exchange or acquisition by another Person of all or substantially all of Holdco’s assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation, dissolution or other corporate event of Holdco after (x) ten (10) days prior written notice to run with respect the Optionee that Holdco intends to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements exercise such discretion and an opportunity for the Company Optionee to exercise his Options (whether or not then vested), (y) payment to the Optionee in respect of the termination of his Options, or (z) an opportunity for the Fiscal Year immediately preceding the Fiscal Year Executive to rollover his Options into new stock options, in which, or for the Fiscal Year in which, termination of employment occursconnection with such transaction.
Appears in 2 contracts
Samples: Stock Option Agreement (PanAmSat Satellite HGS 3, Inc.), Stock Option Agreement (PanAmSat Holding CORP)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee (a) The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(ai) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateFinal Expiration Date;
(bii) The first anniversary Except for such longer period of time as the Administrator may otherwise approve, in the event of a termination of the Optionee’s employment or service as a Service Provider for any reason other than Cause, death or Disability or in a Company Approved Departure, sixty (60) days following the date of the Optionee’s termination of employment with or service as a Service Provider for any reason other than Cause, death, or Disability or in a Company Approved Departure;
(iii) Except as the Administrator may otherwise approve, the date that the Company and all Service Recipients, if terminates the Optionee’s employment is terminated by reason of death or Disabilityservice as a Service Provider for Cause;
(civ) Immediately upon Except for such longer period of time as the date Administrator may otherwise approve, the first anniversary of an the Optionee’s termination of employment or service as a Service Provider by reason of the Company and all Service Recipients for CauseOptionee’s death;
(dv) Thirty (30) days after Except for such longer period of time as the date Administrator may otherwise approve, in the event of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment or service as a Service Provider by reason of the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by Disability, the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth first anniversary of the Closing Date;
(f) The Extended Exercise Date in the event later of (iA) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment or service or (B) the date of vesting of the applicable Option;
(vi) Except for such longer period of time as the Administrator may otherwise approve, in the event of the Optionee’s termination of employment or service as a Service Provider by reason of a Company Approved Departure, the 60th day after the later of (A) the Optionee’s termination of employment or service or (B) the date of vesting of the applicable Option; or
(vii) Upon forfeiture of an Option as provided in Section 11.4 of the Plan.
(b) For the purposes of the Plan and this Agreement, the date of the Optionee’s termination of service as a Service Provider shall be the last day that the Optionee provided service as a Service Provider, as determined by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) Administrator, whether such day is selected by agreement with the Optionee or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement unilaterally by the Company or other its Subsidiaries and whether with or without advance notice. For the avoidance of doubt, except as expressly provided in Section 2.2, no period of notice that is given or that ought to have been given to the Optionee under applicable Service Recipient, and any law in respect of such termination listed of service as a Service Provider will be utilized in (i), (ii), determining entitlement under the Plan or (iii) occurs on this Agreement. Any action by the Company or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest its Subsidiaries taken in accordance with Section 3.1(a)(ii) above until the time at which terms of the Board certifies the financial statements for Plan and this Agreement as set out aforesaid shall be deemed to fully and completely satisfy any liability or obligation of the Company for or its Subsidiaries to the Fiscal Year immediately preceding Optionee in respect of the Fiscal Year Plan or this Agreement arising from or in which, or for connection with the Fiscal Year in which, Optionee’s termination of employment occursservice as a Service Provider, including in respect of any period of notice given or that ought to have been given under applicable law in respect of such termination of service as a Service Provider.
Appears in 2 contracts
Samples: Stock Option Agreement (Booz Allen Hamilton Holding Corp), Stock Option Agreement (Booz Allen Hamilton Holding Corp)
Expiration of Option. Except as otherwise provided in Section 5 or 6 Subject to the provisions of Exhibit C to the Management Stockholder’s AgreementGrant Notice, the Optionee Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
: The expiration of ten years from the Grant Date; If this Option is designated as an Incentive Stock Option and the Participant owned (awithin the meaning of Section 424(d) The tenth anniversary of the Grant Date so long as Code), at the Optionee remains employed with time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Service Recipient through such date;
“subsidiary corporation” of the Company or any “parent corporation” of the Company (b) each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date; The first anniversary expiration of three months from the date of the OptioneeParticipant’s Termination of Service, unless such termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated occurs by reason of death the Participant’s death, Disability or Disability;
for Cause (c) Immediately upon as defined in Exhibit C to the Grant Notice); provided, however, that if, during any part of such three month period, Participant’s Option is not exercisable solely because of the condition set forth in Section 4.5(b), Participant’s Option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of thirty days after Participant’s Termination of Service; The expiration of one year from the date of an Optioneethe Participant’s termination death if Participant dies prior to his or her Termination of employment Service or within three months after his or her Termination of Service; The expiration of one year from the date of the Participant’s Termination of Service by reason of the Participant’s Disability; or The date of Participant’s Termination of Service by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after . If the Participant’s option is an Incentive Stock Option, note that, to obtain the federal income tax advantages associated with an “incentive stock option,” the Code requires that at all times beginning on the date of an Optioneegrant of the Participant’s resignation from employment with Option and ending on the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after day three months before the date of: (i) of Participant’s Option’s exercise, Participant must be an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination Employee of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipientan affiliate, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date except in the event of (i) Participant’s death or Disability. The Company has provided for extended exercisability of Participant’s Option under certain circumstances for Participant’s benefit but cannot guarantee that Participant’s Option will necessarily be treated as an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; “incentive stock option” if Participant continues to be employed by or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by provide services to the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), an affiliate as a Consultant or (iii) occurs on Director after Participant’s employment terminates or if Participant otherwise exercises its options more than three months after the fifth anniversary date Participant’s employment terminates. In addition and for the avoidance of doubt, upon Termination of Service, the Participant’s vested Option shall be subject to the call right specified in Section 4 of the Closing Date;
Stockholders Agreement (g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursdefined below).
Appears in 2 contracts
Samples: Employment Agreement (Image Entertainment Inc), Employment Agreement (Image Entertainment Inc)
Expiration of Option. Except as otherwise provided in Section 4 or Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise any vested and exercisable portion of the Time Option or of the Performance Option (including, if applicable, the Eligible Performance Option) to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary of the date of the termination of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an the termination of the Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an the termination of the Optionee’s resignation from employment with by the Company and all Service Recipients by the Optionee without Good Reason (except due to the Optionee’s death or Disability);
(e) One One-hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) of an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(bexcept due to death or Disability) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing DateOptionee for Good Reason;
(f) The Extended Exercise Date in the event of Solely with respect to any Eligible Performance Options that may become exercisable pursuant to Section 3.1(e) above, thirty (i30) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or days after the fifth anniversary date of the Closing DateRealization Event occurs within the 12-month period referenced in such Section 3.1(e);
(g) The Extended Exercise Date in date the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Option is terminated pursuant to Section 22(a)(ii) 4 or 5 of the Management Stockholder’s Agreement; or
(ih) At the discretion Notwithstanding any of the Companyforegoing, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.
Appears in 2 contracts
Samples: Stock Option Agreement (PRA Health Sciences, Inc.), Stock Option Agreement (PRA Health Sciences, Inc.)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long Except as set forth herein or in subsections (b), (c) or (d) below, an Option may not be exercised unless the Optionee remains employed with is then in the employ of, maintains an independent contractor relationship with, or is a director of, the Company or any Service Recipient through a Subsidiary (or a company or a parent or subsidiary company of such date;company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Optionee has remained continuously so employed, or continuously maintained such relationship, since the Date of Grant.
(b) The first anniversary If the Optionee’s employment or service terminates because of Optionee’s death or Disability or upon the Optionee’s retirement on or after the Optionee’s attainment of his “normal retirement age” (as such term is defined in the Social Security Act of 1935, as amended), the portions of outstanding Options granted to the Optionee that are exercisable as of the date of such termination of employment or service shall remain exercisable until the earlier of (i) three (3) years following the date of such termination of employment or service and (ii) expiration of the Option Term and shall thereafter terminate. All additional portions of outstanding Options granted to such Optionee that are not exercisable as of the date of such termination of employment or service shall terminate upon the date of such termination of employment or service.
(c) If the Optionee’s employment or service is terminated for Cause, all vested and unvested outstanding Options granted to such Optionee shall terminate on the date of the Optionee’s termination of employment or service.
(d) If the Optionee’s employment or service with the Company and all Service Recipients, if the Optionee’s employment is terminated its Subsidiaries terminates (including by reason of death or Disability;
the Subsidiary which employs the Optionee ceasing to be a Subsidiary of the Company) other than as described in subsections (b) and (c) Immediately above, the portions of outstanding Options granted to the Optionee that are exercisable as of the date of such termination of employment or service shall remain exercisable until the earlier of (i) 90 days following the date of such termination of employment or service and (ii) expiration of the Option Term and shall thereafter terminate. All additional portions of outstanding Options granted to such Optionee that are not exercisable as of the date of such termination of employment or service shall terminate upon the date of an Optionee’s such termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursservice.
Appears in 2 contracts
Samples: Nonqualified Stock Option Award Agreement (Myr Group Inc.), Nonqualified Stock Option Award Agreement (Myr Group Inc.)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years from the Grant Date; or
(b) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Grant Date so long as Code), at the Optionee remains employed with time the Option was granted, more than 10% of the total combined voting power of all classes of shares of the Company or any Service Recipient through such date;“subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date; or
(bc) The opening of business on the day of the termination of Participant’s Continuous Service by reason of a termination by the Company for Cause, unless the Committee, in its discretion, determines that a longer period is appropriate; or
(d) The expiration of six months from the date of the termination of Participant’s Continuous Service for any reason other than by reason of a termination by the Company for Cause or the Participant’s death, Disability, or retirement; provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to be an Incentive Stock Option on the expiration of three months from such termination of Continuous Service (and shall thereafter be a Nonqualified Stock Option), provided, further, that to the extent that the Participant is prohibited from selling Shares pursuant to the Company’s xxxxxxx xxxxxxx policy at all times during such six-month period, with the exception of an open trading window of less than seven days, the Option shall expire on the later of (i) the seventh day following the opening of the first open trading window thereafter or (ii) the first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the OptioneeParticipant’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);Continuous Service; or
(e) One hundred and eighty (180) days after The expiration of one year from the date of: (i) an Optionee’s resignation from employment with of the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment Participant’s Continuous Service by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optioneethe Participant’s resignation from employment with the Company and all Service Recipients for Good Reasondeath or Disability; or (ii) the retirement, after a minimum of ten years of service, of a Participant who is at least 55 years old, provided, however, that to the extent that the Participant is prohibited from selling Shares pursuant to the Company’s xxxxxxx xxxxxxx policy at all times during such one-year period, with the exception of an Optionee’s Retirement; or (iii) an Optionee’s termination open trading window of employment by less than seven days, the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by Option shall expire on the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after seventh day following the fifth anniversary opening of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Planfirst open trading window thereafter. Notwithstanding the foregoing, if any Option vests after the time periods termination of Participant’s Continuous Service for reasons set forth in this herein pursuant to Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until 3.1 and the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, Participant has a limit of one year following such termination of employment occursContinuous Service to exercise the Option pursuant to paragraph (e), the Participant shall have six months after the Option vests to exercise such Option.
Appears in 2 contracts
Samples: Stock Option Agreement (Perimeter Solutions, SA), Stock Option Agreement (Perimeter Solutions, SA)
Expiration of Option. Except as provided otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreementherein, the Optionee Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration date of the Grant Date so long as Option set forth in the Optionee remains employed with the Company or any Service Recipient through such date;Stock Option Agreement; or
(b) The first anniversary later to occur of (i) the time of the Optionee's Termination of Employment, or (ii) the time of the Optionee's Termination of Consultancy, unless such Termination of Employment or Termination of Consultancy results from his death, his retirement, his disability or his being discharged not for good cause; or
(c) The expiration of three (3) months from the later to occur of (i) the date of the Optionee’s termination 's Termination of employment with Employment, or (ii) the Company and all Service Recipients, if date of the Optionee’s employment is terminated 's Termination of Consultancy, by reason of death his retirement or Disability;
(c) Immediately upon his being discharged not for good cause, unless the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;Optionee dies within said three-month period; or
(d) Thirty The expiration of one (301) days after year from the later to occur of (i) the date of an the Optionee’s resignation from employment with 's Termination of Employment by reason of his disability, or (ii) the Company and all Service Recipients without Good Reason (except due to death or Disability);date of the Optionee's Termination of Consultancy by reason of his disability; or
(e) One hundred and eighty The expiration of one (1801) days after year from the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;Optionee's death; or
(f) The Extended Exercise Date in effective date of either the event merger or consolidation of (i) an Optionee’s resignation from employment with the Company and with or into another corporation, or the acquisition by another corporation or person of all Service Recipients for Good Reason; or substantially all of the Company's assets or eighty percent (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b80%) or 3.2(g)), including upon nonrenewal more of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii)Company's then outstanding voting stock, or (iii) occurs on the liquidation or after the fifth anniversary dissolution of the Closing Date;Company, unless and to the extent that the Committee waives this provision in connection with such transaction. At least ten (10) days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.3; or
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the effective date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
a "Drag-Along 100% Sale" (i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoingin which case, the time periods set forth in this Section 3.2 Option shall not begin to run expire with respect to Performance Options all of the unexercised shares of Common Stock subject to the Option) or a "Drag-Along 50% Sale" (in which case, the Option shall expire only with respect to 50% of the unexercised shares of Common Stock subject to the Option), as such terms are defined in the Securityholders Agreement, dated as of October 2, 2000 among BD Recapitalization Holdings LLC, Petco Animal Supplies, Inc. and Certain Securityholders of Petco Animal Supplies, Inc., unless and to the extent the Committee waives this provision in connection with such event. At least ten (10) days prior to a Drag-Along 100% Sale or a Drag-Along 50% Sale, the Committee shall give the Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.3. The Optionee may elect to exercise the Option immediately prior to a Drag-Along 100% Sale or a Drag-Along 50% Sale on the condition that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, such Drag-Along 100% Sale or for the Fiscal Year in which, termination of employment occursDrag-Along 50% Sale is consummated.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Petco Animal Supplies Inc), Incentive Stock Option Agreement (Petco Animal Supplies Inc)
Expiration of Option. Except as otherwise provided in Section 5 or 6 Subject to the provisions of Exhibit C to the Management Stockholder’s AgreementGrant Notice, the Optionee Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(ai) The tenth anniversary expiration of ten years from the Grant Date;
(ii) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Grant Date so long as Code), at the Optionee remains employed with time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Service Recipient through such date“subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date;
(biii) The first anniversary expiration of three months from the date of the OptioneeParticipant’s Termination of Service, unless such termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated occurs by reason of death the Participant’s death, Disability or Disabilityfor Cause (as defined in Exhibit C to the Grant Notice); provided, however, that if, during any part of such three month period, Participant’s Option is not exercisable solely because of the condition set forth in Section 4.5(b), Participant’s Option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of thirty days after Participant’s Termination of Service;
(civ) Immediately upon The expiration of one year from the date of an Optioneethe Participant’s termination death if Participant dies prior to his or her Termination of employment Service or within three months after his or her Termination of Service;
(v) The expiration of one year from the date of the Participant’s Termination of Service by reason of the Participant’s Disability; or
(vi) The date of Participant’s Termination of Service by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after . If the Participant’s option is an Incentive Stock Option, note that, to obtain the federal income tax advantages associated with an “incentive stock option,” the Code requires that at all times beginning on the date of an Optioneegrant of the Participant’s resignation from employment with Option and ending on the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after day three months before the date of: (i) of Participant’s Option’s exercise, Participant must be an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination Employee of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipientan affiliate, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date except in the event of (i) Participant’s death or Disability. The Company has provided for extended exercisability of Participant’s Option under certain circumstances for Participant’s benefit but cannot guarantee that Participant’s Option will necessarily be treated as an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; “incentive stock option” if Participant continues to be employed by or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by provide services to the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), an affiliate as a Consultant or (iii) occurs on Director after Participant’s employment terminates or if Participant otherwise exercises its options more than three months after the fifth anniversary date Participant’s employment terminates. In addition and for the avoidance of doubt, upon Termination of Service, the Participant’s vested Option shall be subject to the call right specified in Section 4 of the Closing Date;
Stockholders Agreement (g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursdefined below).
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option Options to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long Date, as indicated on the Optionee remains employed with the Company or any Service Recipient through such dateMaster Signature Page;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or DisabilityDisability (unless earlier terminated as provided in Section 3.2(h) below);
(c) Immediately upon the date of an the Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after Immediately upon the date of an the Optionee’s resignation from termination of employment with by the Company and all Service Recipients by the Optionee without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) of an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections Section 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in One hundred and eighty (180) days after the event date of (i) an Optionee’s resignation from termination of employment with the Company and all Service Recipients by the Optionee for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in date the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Options are terminated pursuant to Section 22(a)(ii) 5 or 6 of the Management Stockholder’s Agreement; or
(ih) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the The Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date Date, so long as the Optionee remains employed with the Company or any Service Recipient through such date;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or DisabilityPermanent Disability (unless earlier terminated as provided in Section 3.2(g) below);
(c) Immediately upon the date of an the Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an the Optionee’s resignation from termination of employment with the Company and all Service Recipients without Good Reason by the Optionee (except due to death or DisabilityPermanent Disability or a termination for Good Reason (if such a termination is provided for in the Optionee’s individual employment or other severance agreement, as such term may be defined therein));
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) of an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(gdue to Permanent Disability)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in One hundred and eighty (180) days after the event date of (i) an Optionee’s resignation from termination of employment with the Company and all Service Recipients by the Optionee for Good Reason; Reason (ii) an if such a termination is provided for in the Optionee’s Retirement; or (iii) an Optionee’s termination of individual employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (iseverance agreement), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in date the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Option is terminated pursuant to Section 22(a)(ii) 5 or 6 of the Management Stockholder’s Agreement; or
(ih) At the discretion of the Company, if Company consistent with any determination by the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding For the foregoingpurposes of this Section 3.2, if an Optionee’s employment with the Company and all Service Recipients is terminated without Cause by the Company, for Good Reason by an Optionee (if such a termination is provided for in the Optionee’s individual employment or other severance agreement), or due to an Optionee’s death or Permanent Disability after the end of any Fiscal Year, but prior to the date the Company determines whether or not the applicable Annual EBITDA Target and/or Cumulative EBITDA Target has been achieved, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options Option that could vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the respect of such Fiscal Year immediately preceding will remain outstanding until 30 days after notice to Optionee of such determination and effect on the vesting of such Performance Option, such that, if such determination results in the Performance Option vesting in respect of such Fiscal Year in whichYear, or for the Fiscal Year in whichOptionee shall have such 30-day period to exercise such Performance Option, termination which will otherwise expire at the close of employment occursbusiness on the last day of such period.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;Date; or
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipientsemployment, if the Optionee’s employment is terminated by reason of death or Disability;Permanent Disability (unless earlier terminated as provided in Section 3.2(e) below); or
(c) Immediately upon the date of an the Optionee’s termination of employment by the Company and all Service Recipients or its Subsidiaries or Affiliates for Cause;; or
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients or any of its Subsidiaries or Affiliates without Cause (for any reason other than as set forth in Sections Section 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;; or
(fe) The Extended Exercise Date in date the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; Option is terminated pursuant to Section 5 or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) 6 of the Management Stockholder’s Agreement; or
(if) Thirty (30) days after the date of an Optionee’s termination of employment by the Optionee; or
(g) One Hundred and Eighty (180) days after the date of an Optionee’s Qualified Retirement from the Company or any of its Subsidiaries; or
(h) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation, dissolution or other corporate event of the Company after (x) ten (10) days prior written notice to run with respect the Optionee that the Company intends to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements exercise such discretion and an opportunity for the Company Optionee to exercise his Options, (y) payment to the Optionee in respect of the termination of his Options, or (z) an opportunity for the Fiscal Year immediately preceding the Fiscal Year Executive to rollover his Options into new stock options, in which, or for the Fiscal Year in which, termination of employment occursconnection with such transaction.
Appears in 1 contract
Samples: Stock Option Agreement (Sealy Corp)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years from the Grant Date; or
(b) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Grant Date so long as Code), at the Optionee remains employed with time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Service Recipient through such date;“subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date; or
(bc) The first anniversary opening of business on the day of the Participant’s Termination of Services by reason of a termination by the Company or a Subsidiary for Cause (as defined in the Participant’s employment agreement, if applicable), unless the Committee, in its discretion, determines that a longer period is appropriate; or
(d) The expiration of six months from the date of the OptioneeParticipant’s Termination of Services, unless such termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated occurs by reason of death (i) the Participant’s death, (ii) the Participant’s Disability, (iii) the Participant’s retirement (pursuant to Section 3.3(e) or Disability;
Section 3.3(f)(iii)), (civ) Immediately upon the date of an OptioneeParticipant’s termination of for Cause (as defined in the Participant’s employment agreement, if applicable), (v) if the Participant has an employment agreement that defines a termination for “cause” and/or “Good Reason,” a termination by the Company and all Service Recipients or a Subsidiary without Cause (as defined in the Participant’s employment agreement) or a termination by the Participant for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due as defined in the Participant’s employment agreement, if applicable), or (vi) is under Section 3.1(c)(ii)(E) of this Agreement, provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to death or Disabilitybe an Incentive Stock Option on the expiration of three months from the Participant’s Termination of Services (and shall thereafter be a Non-Qualified Stock Option);, provided, further, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company’s xxxxxxx xxxxxxx policy at all times during such six-month period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter; or
(e) One hundred and eighty (180) days after The expiration of one year from the date of: of the Participant’s Termination of Services by reason of the retirement, after a minimum of ten years of service, of a Participant who is at least 55 years old (unless Section 3.3(f)(iii) applies), provided, however, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company’s xxxxxxx xxxxxxx policy at all times during such one-year period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter; or
(f) The expiration date set forth in clause (a), (i) if the Participant has an Optionee’s resignation from employment with the Company and all Service Recipients agreement that defines a termination for “Cause” and/or “Good Reason; (ii) an Optionee,” and upon a Participant’s Retirement; or (iii) an Optionee’s termination Termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement Services by the Company or other applicable Service Recipient, a Subsidiary without Cause (as defined in Participant’s employment agreement) or a Termination of Services by the event such termination listed Participant for Good Reason (as defined in (iParticipant’s employment agreement), or (ii)) upon the Participant’s death or Disability, or (iii) occurs prior upon the Participant’s voluntary Termination of Services at a time when the Participant’s Years of Service is equal to or exceeds ten years , the fifth anniversary of Participant has served six or more years in Participant's most senior role, and the Closing Date;
(f) The Extended Exercise Date in the event combination of (iA) an Optioneethe Participant’s resignation from employment with age in years, plus (B) the Participant’s Years of Service, equals at least 70 (and the Company and all Service Recipients at such time does not have grounds to terminate the Participant’s employment or service for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii“Cause”), or (iiiiv) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date a Change in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Control under Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan3.1(c). Notwithstanding the foregoing, if any Option vests after the time periods Participant’s Termination of Services for reasons set forth in this herein pursuant to Section 3.2 3.1 and the Participant has a limit of six months or one year following such Termination of Services to exercise the Option pursuant to paragraph (d) or (e), the Participant shall not begin have six months after the Option vests to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursexercise such Option.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 (a) The Option (or 6 any portion of the Management Stockholder’s Agreement, Option not yet vested under Section 3.1(a) as the Optionee case may be) may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(ai) The tenth anniversary expiration of ten (10) years from the date the Option was granted; or
(ii) Except in the event of a Change in Control of the Company as defined in Section 3.4 below or as otherwise provided herein, the expiration of three (3) months from the date of the employee's termination of employment unless such termination of employment results from his death or his retirement pursuant to the terms of a pension plan of the Company; PROVIDED, HOWEVER, if during the first two years following a Change in Control of the Company Employee's, employment terminates other than pursuant to the terms of a pension plan of a Company and Employee's Option was exercisable on the date of termination of Employee's employment, it will remain exercisable for a period of six months and one day after termination of Employee's employment, or until the Expiration Date, whichever occurs first.
(iii) Except in the event of a Change in Control of the Company as defined in Section 3.4 below, the close of business in the office of the Corporate Secretary of the Company ten years from the Date of Grant set forth on the Notice of Grant of Stock attached hereto (the "Expiration Date"); PROVIDED, HOWEVER, if Employee should die while actively employed by the Company prior to the Expiration Date, Employee's Option will remain exercisable for a period of three months after the date of Employee's death.
(iv) Except as provided in subsection (b), the expiration of two (2) years from the date of Employee's death while an employee of the Company or after Employee's retirement pursuant to the terms of a pension plan of the Company, as the case may be.
(v) The effective date of the Committee's action under Section 5.3(ii), (iii) or (iv) (except in the case of an action providing for assumption of the Option).
(b) If Employee's employment with the Company terminates prior to the Expiration Date because of Employee's retirement pursuant to the terms of a pension plan of the Company, Employee's Option will remain exercisable until the Expiration Date so long as Employee is alive until the Optionee remains employed Expiration Date. Any portion of the Option not yet vested at the Employee's date of retirement will automatically vest with the Company or any Service Recipient through such date;
passage of time (b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, as if the Optionee’s employment is terminated by reason of death or Disability;
(cretired Employee had remained actively employed) Immediately upon pursuant to the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as Option vesting schedule set forth in Sections 3.2(bSection 3.(a) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by so long as the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursEmployee is alive.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee (a) The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(ai) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateFinal Expiration Date;
(bii) The first anniversary Except for such longer period of time as the Administrator may otherwise approve, in the event of a termination of the Optionee’s employment or service as a Service Provider for any reason other than Cause, death or Disability or in a Company Approved Departure, the later of (A) sixty (60) days following the date of the Optionee’s termination of employment or service as a Service Provider for any reason other than Cause, death, or Disability or in a Company Approved Departure, or (B) with respect to the Final Performance Option, sixty (60) days following the Final Performance Goal Determination, in which case such Final Performance Option may become a Non-Qualified Stock Option;
(iii) Except as the Administrator may otherwise approve, the date that the Company and all Service Recipients, if terminates the Optionee’s employment is terminated by reason of death or Disabilityservice as a Service Provider for Cause;
(civ) Immediately upon Except for such longer period of time as the date Administrator may otherwise approve, the first anniversary of an the Optionee’s termination of employment or service as a Service Provider by reason of the Company and all Service Recipients for CauseOptionee’s death;
(dv) Thirty (30) days after Except for such longer period of time as the date Administrator may otherwise approve, in the event of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment or service as a Service Provider by reason of the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by Disability, the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth first anniversary of the Closing Date;
(f) The Extended Exercise Date in the event later of (iA) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment or service or (B) the date of vesting of the applicable Option;
(vi) Except for such longer period of time as the Administrator may otherwise approve, in the event of the Optionee’s termination of employment or service as a Service Provider by reason of a Company Approved Departure, the 60th day after the later of (A) the Optionee’s termination of employment or service or (B) the date of vesting of the applicable Option; or
(vii) Upon forfeiture of an Option as provided in Section 11.4 of the Plan.
(b) For the purposes of the Plan and this Agreement, the date of the Optionee’s termination of employment or service as a Service Provider shall be the last day that the Optionee provided employment or service as a Service Provider, as determined by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) Administrator, whether such day is selected by agreement with the Optionee or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement unilaterally by the Company or other its Subsidiaries and whether with or without advance notice. For the avoidance of doubt, except as expressly provided in Section 2.4, no period of notice that is given or that ought to have been given to the Optionee under applicable Service Recipient, and any law in respect of such termination listed of employment or service as a Service Provider will be utilized in (i), (ii), determining entitlement under the Plan or (iii) occurs on this Agreement. Any action by the Company or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest its Subsidiaries taken in accordance with Section 3.1(a)(ii) above until the time at which terms of the Board certifies the financial statements for Plan and this Agreement as set out aforesaid shall be deemed to fully and completely satisfy any liability or obligation of the Company for or its Subsidiaries to the Fiscal Year immediately preceding Optionee in respect of the Fiscal Year Plan or this Agreement arising from or in which, or for connection with the Fiscal Year in which, Optionee’s termination of employment occursor service as a Service Provider, including in respect of any period of notice given or that ought to have been given under applicable law in respect of such termination of employment or service as a Service Provider.
Appears in 1 contract
Samples: Stock Option Agreement (Booz Allen Hamilton Holding Corp)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option Option, or any portion thereof, to any extent after the first to occur of the following events:
(a) The tenth anniversary of the applicable Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) death, Disability, or 3.2(g)Job Elimination), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) death, Disability, or 3.2(g)Job Elimination), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions of Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs. For purposes of the foregoing provision, the term “Fiscal Year” shall include calendar years 2013 and 2014.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Energy Future Holdings Corp /TX/)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of seven years from the date the Option was granted; or
(b) Except as provided in clauses (c) through (h) below, the date of Optionee’s Termination of Employment, other than due to Retirement; or
(c) If Optionee is discharged not for Cause or retires (other than a Retirement), the expiration of the Grant Date so long as earlier of (i) one (1) year from Optionee’s Termination of Employment or (ii) seven years from the date the Option was granted, unless Optionee remains employed dies within said period; or
(d) If Optionee’s right to exercise his Option is extended by the Committee, which extension shall not exceed the earlier of (i) three years from the date of Optionee’s Termination of Employment or (ii) seven years from the date the Option was granted, the date upon which such extension expires; or
(e) If Optionee is determined by the Committee to have a Disability, the expiration of the earlier of (i) one year from the date Optionee is determined by the Committee to have a Disability, or (ii) seven years from the date the Option was granted, unless Optionee dies within said period; or
(f) In the case of Optionee’s death, including during an extended exercise period provided in subsection (c) or (e) of this Section 3.3, the expiration of the earlier of (i) one year from the date of Optionee’s death, or (ii) seven years from the date the Option was granted; or
(g) In the case of the Optionee’s Retirement, the expiration of seven years from the date the Option was granted; or
(h) The effective date of either the merger or consolidation of the Company with or into another corporation, or the acquisition by another corporation or person (excluding any employee benefit plan of the Company or any Service Recipient through such date;
(b) The first anniversary trustee or other fiduciary holding securities under an employee benefit plan of the date Company) of all or substantially all of the OptioneeCompany’s termination assets or 51% or more of employment with the Company and all Service Recipients, if the OptioneeCompany’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii)then outstanding voting stock, or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; liquidation or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion dissolution of the Company, unless the Committee waives this provision in connection with such transaction. At least ten days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give Optionee notice of such event if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in Option has then neither been fully exercised nor become unexercisable under this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs3.3.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Owens Illinois Inc /De/)
Expiration of Option. (a) Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement4.3(f), the Optionee Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(ai) The tenth the seventh (7th) anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(bii) The first anniversary the expiration of ninety (90) days from the date of the OptioneeParticipant’s termination Termination of employment with Employment unless (A) such Termination of Employment results from the Company Participant’s death, the Participant’s Disability, or the Participant being discharged for Cause or (B) such Termination of Employment results from a Qualified Retirement and all Service Recipients, if at least three months have elapsed since the OptioneeGrant Date set forth in the Notice of Grant relating to this Agreement;
(iii) the expiration of one (1) year from the date of the Participant’s employment is terminated by reason Termination of Employment in the event such Termination of Employment results from his death or Disability;
(civ) Immediately upon the expiration of one (1) year following the last vesting date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment under any Award Agreement with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, Participant in the event such termination listed Termination of Employment results from a Qualified Retirement and at least three months have elapsed since the Grant Date set forth in (i), (ii), or (iii) occurs prior the Notice of Grant relating to the fifth anniversary of the Closing Datethis Agreement;
(fv) The Extended Exercise Date the date of the Participant’s Termination of Employment in the event that the Termination of (i) an Optionee’s resignation Employment results from employment with the Company and all Service Recipients his being discharged for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s AgreementCause; or
(ivi) At the discretion of the Company, if date that the Committee so determines that the Participant’s rights to the Option have been forfeited pursuant to Section 9 of the Plan. 2.4.
(b) Notwithstanding the foregoing, (i) in the time periods set forth event that the Participant breaches any of the provisions of the Restrictive Covenant Agreements, the Company, in this Section 3.2 shall not begin to run with respect to Performance its discretion, may require that any Retirement Eligible Options that vest in accordance with Section 3.1(a)(ii) above until have not yet been exercised be immediately forfeited and/or that the time at which value realized by the Board certifies Participant upon the financial statements for prior exercise of any Retirement Eligible Options be returned by the Participant to the Company immediately upon the written demand from the Company, and (ii) in the event that the Company determines after the Participant’s Termination of Employment that an event occurred prior to such Termination of Employment that would have permitted the Company to terminate the Participant’s employment for Cause, the Fiscal Year Company, in its discretion, may require that any Retirement Eligible Options that have not yet been exercised be immediately preceding forfeited. In addition, all Retirement Eligible Options, and shares of Class A Common Stock acquired upon exercise of any Retirement Eligible Options, shall be treated as unvested options and be subject to forfeiture and recoupment pursuant to the Fiscal Year in whichCompany’s Executive Recoupment Policy, as it may be amended from time to time, or for any successor or similar policy that may be adopted by the Fiscal Year in which, termination of employment occursCompany.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Sba Communications Corp)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by Optionee after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;Commencement Date; or
(b) The first anniversary of the date of the Optionee’s 's termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death death, Permanent Disability or Disability;Retirement; or
(c) Immediately upon The first business day which is fifteen calendar days after the earlier of (i) 75 days after termination of employment of the Optionee for any reason other than for Cause, death, Permanent Disability or Retirement or (ii) the delivery of notice by the Company that it does not intend to exercise its call right under Section 6 of the Management Stockholder's Agreement; provided, however, that in any event the Option shall remain exercisable under this subsection 3.2(c) until at least 45 days after termination of employment of the Optionee for any reason other than for Cause, death, Permanent Disability or Retirement; or
(d) The date the Option is terminated pursuant to Section 5, 6 or 8(b) of the Management Stockholder's Agreement;
(e) The date of an the Optionee’s 's termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;or
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if If the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company; provided, that if the Committee deems it necessary to cancel the Option to facilitate a business combination, the Optionee shall be paid, in cash or other consideration that the shareholders receive pursuant to such business combination, the excess of the fair market value of the Common Stock at the time periods set forth in of such business combination over the exercise price for the cancelled portion of the Option including any unvested portion of the Option which is being cancelled. At least ten (10) days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs3.2.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Kindercare Learning Centers Inc /De)
Expiration of Option. Except as otherwise provided in Section 5 or 6 (a) Subject to the terms of the Management Stockholder’s AgreementPlan, the Optionee Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(ai) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateFinal Expiration Date;
(bii) The first anniversary Except for such longer period of time as the Administrator may otherwise approve, in the event of Optionee’s termination of service as a Service Provider for any reason other than Cause, death or Disability, one-hundred eighty (180) days following the date of the Optionee’s termination of employment service as a Service Provider;
(iii) Except as the Administrator may otherwise approve, the date that the Company terminates the Optionee’s service as a Service Provider for Cause; or
(iv) Except for such longer period of time as the Administrator may otherwise approve, twelve (12) months following the Optionee’s termination of service as a Service Provider by reason of the Optionee’s death or Disability.
(b) Notwithstanding Section 2.5(a)(ii), in the event (i) Optionee’s Date of Termination occurs prior to the date of the first Liquidity Event, (ii) Optionee becomes entitled to receive severance payments pursuant to Section 4(b) of the Employment Agreement, and (iii) Optionee executes and does not revoke the Release, Optionee may elect (the “Election”) by providing written notice to the Company, within the one-hundred eighty (180) day period following Optionee’s Date of Termination, to extend the exercise period of the portion of the Option which is outstanding and vested (the “Vested Portion”) from the date such Election is made until the earlier of (i) the later of (x) the date ninety (90) days following the date of the first Liquidity Event, and (y) in the event an underwriter’s lock-up exists for more than sixty (60) days during such ninety (90) day period with respect to the Shares, thirty (30) days following the date the Shares are no longer subject to such lock-up; provided, that the Vested Portion will terminate at the effective time of the Liquidity Event if (A) the Vested Portion is terminated in accordance with Section 8.1(b)(i)(A) of the Plan or (B) Optionee receives fifteen (15) days advance written notice that the Vested Portion will be terminated in connection with the Company Liquidity Event and all Service Recipientsthat the Vested Portion may be exercised at the effective time of the Liquidity Event, (ii) the Final Expiration Date and (iii) the date that is thirty (30) days following the date the Optionee is legally free to sell the Shares underlying the Vested Portion through an established public securities market and is not prohibited from selling such Shares due to a an underwriter’s lock-up of such Shares, assuming for this clause (iii) that the Vested Portion has been exercised. In the event Optionee makes the Election, the Vested Portion subject to the Election shall only be exercisable for that number of Shares (rounded up to the nearest whole Share) determined by dividing (A) the Date of Termination Fair Market Value, by (B) the Fair Market Value per Share on the date the Optionee exercises the Vested Portion; provided, that, in no event shall the number of Shares exceed the original number of Shares subject to the Vested Portion. Notwithstanding anything herein to the contrary, if the Optionee’s employment Optionee makes the Election, and provided that the Optionee subsequently decides to exercise all or any portion of the Vested Portion, such exercise must occur on a single date following the date the Election is terminated by reason made and prior to the expiration of death or Disability;the extended exercise period as provided in this paragraph. Any portion of the Vested Portion not exercised on such exercise date and any portion of the Vested Portion not exercised at the expiration of the extended exercise period (as provided in this paragraph) shall be forfeited immediately.
(c) Immediately upon For the purposes of the Plan and this Agreement, the date of an the Optionee’s termination of employment by service as a Service Provider shall be the Company and all last day that the Optionee provided service as a Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursProvider.
Appears in 1 contract
Samples: Stock Option Agreement (Solgar)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee (a) The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(ai) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateFinal Expiration Date;
(bii) The first anniversary Except for such longer period of time as the Administrator may otherwise approve, in the event of a termination of the Optionee’s service as a Service Provider for any reason other than Cause, death or Disability or in a Company Approved Departure, the later of (A) sixty (60) days following the date of the Optionee’s termination of employment service as a Service Provider for any reason other than Cause, death, or Disability or in a Company Approved Departure, or (B) with respect to the Final Performance Option, sixty (60) days following the Final Performance Goal Determination, in which case such Final Performance Option may become a Non-Qualified Stock Option;
(iii) Except as the Administrator may otherwise approve, the date that the Company and all Service Recipients, if terminates the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all service as a Service Recipients Provider for Cause;
(div) Thirty (30) days after Except for such longer period of time as the date Administrator may otherwise approve, the first anniversary of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment service as a Service Provider by reason of the Optionee’s death;
(v) Except for such longer period of time as the Administrator may otherwise approve, in the event of the Optionee’s termination of service as a Service Provider by reason of the Optionee’s Disability, the first anniversary of the later of (A) the Optionee’s termination of service or (B) the date of vesting of the applicable Option;
(vi) Except for such longer period of time as the Administrator may otherwise approve, in the event of the Optionee’s termination of service as a Service Provider by reason of a Company Approved Departure, the 60th day after the later of (A) the Optionee’s termination of service or (B) the date of vesting of the applicable Option; or
(vii) Upon forfeiture of an Option as provided in Section 11.4 of the Plan.
(b) For the purposes of the Plan and this Agreement, the date of the Optionee’s termination of service as a Service Provider shall be the last day that the Optionee provided service as a Service Provider, as determined by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) Administrator, whether such day is selected by agreement with the Optionee or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement unilaterally by the Company or other its Subsidiaries and whether with or without advance notice. For the avoidance of doubt, except as expressly provided in Section 2.4, no period of notice that is given or that ought to have been given to the Optionee under applicable Service Recipient, law in the event respect of such termination listed of service as a Service Provider will be utilized in (i), (ii), determining entitlement under the Plan or (iii) occurs prior this Agreement. Any action by the Company or its Subsidiaries taken in accordance with the terms of the Plan and this Agreement as set out aforesaid shall be deemed to fully and completely satisfy any liability or obligation of the Company or its Subsidiaries to the fifth anniversary Optionee in respect of the Closing Date;
(f) The Extended Exercise Date Plan or this Agreement arising from or in the event of (i) an Optionee’s resignation from employment connection with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all service as a Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g))Provider, including upon nonrenewal in respect of Optionee’s existing employment agreement by the Company any period of notice given or other that ought to have been given under applicable Service Recipient, and any law in respect of such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursservice as a Service Provider.
Appears in 1 contract
Samples: Stock Option Agreement (Booz Allen Hamilton Holding Corp)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;Date; or
(b) The first anniversary of Except as the Committee may otherwise approve, the 90th day following the date of the Optionee’s termination Termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (Services for any reason other than as set forth in Sections 3.2(b(i) termination by the Company for Cause or 3.2(g))(ii) due to the Optionee’s death or Disability; provided, including upon nonrenewal that, solely with respect to any determination by the Committee to provide for the vesting of Optionee’s existing employment agreement by Performance-Vesting Option pursuant to Section 3.1(d) above, the Company Optionee’s Performance- Vesting Option, to the extent unvested as of the Optionee’s Termination of Services, shall not expire until the six (6) month anniversary of the Optionee’s Termination of Services or, to the extent the Performance- Vesting Options is vested after giving effect to any vesting in connection with a MOIC Measurement Date pursuant to Section 3.1(d), until the 90th day following the date of such MOIC Measurement Date; or
(c) In the case of a Termination of Services due to the Optionee’s death or other applicable Service RecipientDisability, the expiration of one year from the date of the Optionee’s Termination of Services; or
(d) Notwithstanding the provisions of Section 3.1, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination Termination of employment Services by the Company for Cause, the Optionee shall, immediately prior to such Termination of Services (and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)subject to such Termination of Services), including upon nonrenewal of Optionee’s existing employment agreement by forfeit the Company Option, whether vested or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreementunvested; or
(ie) At The date the discretion of the CompanyOptionee first violates, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoingin any material respect, the time periods any restrictive covenants set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for any written agreement between Optionee and the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination any of employment occursits Affiliates.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability)) in the event such termination occurs prior to the second anniversary of the Closing Date;
(e) One hundred and eighty (180) days after The Extended Exercise Date in the date of: (i) an event of any termination of Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b(except due to Cause) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event if such termination listed in (i), (ii), occurs on or (iii) occurs prior to after the fifth second anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; or (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) due to death or 3.2(gDisability)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(ih) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.
Appears in 1 contract
Samples: Employment Agreement (Energy Future Holdings Corp /TX/)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option shall be forfeited and cancelled and may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The If this Option is designated as a Non-Qualified Stock Option, the expiration of ten (10) years and one (1) day from the Grant Date;
(b) If this Option is designated as an Incentive Stock Option, the tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or DisabilityDate;
(c) Immediately upon If this Option is designated as an Incentive Stock Option and, at the date time the Option was granted, Participant owned (within the meaning of an Optionee’s termination Section 424(d) of employment by the Code) more than 10% of the total combined voting power of all classes of stock of the Company and all Service Recipients for Causeor any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the fifth anniversary of the Grant Date;
(d) Thirty (30) The expiration of thirty days after from the date of an OptioneeParticipant’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: Termination of Employment unless such Termination of Employment occurs by reason of (i) an OptioneeParticipant’s resignation from employment with the Company and all Service Recipients for Good Reason; death, (ii) an OptioneeParticipant’s Retirement; retirement at normal retirement age, as determined under the AutoZone, Inc. Associate’s Pension Plan, as it may be amended from time to time (or, if such plan ceases to exist or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than be applicable, as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, determined in the event such termination listed sole discretion of the Administrator) (in (i)either case, (ii“Retirement”), or (iii) occurs prior to termination by the fifth anniversary Company for Cause;
(e) The expiration of one year from the Closing Datedate of Participant’s Termination of Employment by reason of Participant’s death;
(f) The Extended Exercise Date in commencement of business on the event date of (i) an OptioneeParticipant’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination Termination of employment Employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;Cause; and
(g) The Extended Exercise Date expiration of the term stated in the event Grant Notice following Participant’s Termination of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant Employment due to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursRetirement.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipientsemployment, if the Optionee’s employment is terminated by reason of death or DisabilityPermanent Disability (unless earlier terminated as provided in Section 3.2(g) below);
(c) Immediately upon the date of the Optionee’s termination of employment by the Company or its Subsidiaries or Affiliates for Cause;
(d) One hundred and eighty (180) days after the date of an Optionee’s termination of employment by the Company and all Service Recipients or any of its Subsidiaries or Affiliates without Cause (for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disabilityany reason other than as set forth in Section 3.2(b));
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) of an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by with the Company or other applicable Service Recipient, in any of its subsidiaries or affiliates by the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing DateOptionee with Good Reason;
(f) The Extended Exercise Date in Thirty (30) days after the event date of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by with the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), of its subsidiaries or (iii) occurs on or after affiliates by the fifth anniversary of the Closing DateOptionee without Good Reason;
(g) The Extended Exercise Date in date the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Option is terminated pursuant to Section 22(a)(ii) 5 or 6 of the Management Stockholder’s Agreement; or
(ih) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation, dissolution or other corporate event of the Company after (x) ten (10) days prior written notice to run with respect the Optionee that the Company intends to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements exercise such discretion and an opportunity for the Company Optionee to exercise his Options (whether or not then vested), (y) payment to the Optionee in respect of the termination of his Options, or (z) an opportunity for the Fiscal Year immediately preceding the Fiscal Year Executive to rollover his Options into new stock options, in which, or for the Fiscal Year in which, termination of employment occursconnection with such transaction.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the The Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date Date, so long as the Optionee remains employed with the Company or any Service Recipient through such date;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Permanent Disability;
(c) Immediately upon the date of an the Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an the Optionee’s resignation from termination of employment with the Company and all Service Recipients without Good Reason by the Optionee (except due to death or DisabilityPermanent Disability or a termination for Good Reason (if such a termination is provided for in the Optionee’s Employment Agreement));
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) of an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(gdue to Permanent Disability)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in One hundred and eighty (180) days after the event date of (i) an Optionee’s resignation from termination of employment with the Company and all Service Recipients by the Optionee for Good Reason; Reason (ii) an if such a termination is provided for in the Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(gEmployment Agreement)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in date the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Option is terminated pursuant to Section 22(a)(ii) 4 or 5 of the Management Stockholder’s Agreement; or
(ih) At the discretion of the Company, if Company consistent with any determination by the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding For the foregoingpurposes of this Section 3.2, if an Optionee’s employment with the Company and all Service Recipients is terminated without Cause by the Company, for Good Reason by an Optionee (if such a termination is provided for in the Optionee’s Employment Agreement), or due to an Optionee’s death or Permanent Disability after the end of any Fiscal Year, but prior to the date the Company determines whether or not the applicable Annual EBITDA Target and/or Cumulative EBITDA Target has been achieved, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options Option that could vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the respect of such Fiscal Year immediately preceding will remain outstanding until 30 days after notice to Optionee of such determination and effect on the vesting of such Performance Option, such that, if such determination results in the Performance Option vesting in respect of such Fiscal Year in whichYear, or for the Fiscal Year in whichOptionee shall have such 30-day period to exercise such Performance Option, termination which will otherwise expire at the close of employment occursbusiness on the last day of such period.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option Option, or any portion thereof, to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death death, Disability, or DisabilityDeemed Retirement;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death death, Disability, or DisabilityDeemed Retirement);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; or (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) death, Disability, Job Elimination, or 3.2(g)Deemed Retirement), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing DateOctober 10, 2007;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) death, Disability, Job Elimination, or 3.2(g)Deemed Retirement), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing DateOctober 10, 2007;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions of Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding , but only to the foregoing, extent the time periods set forth in this Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until 409A of the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursCode.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Energy Future Holdings Corp /TX/)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years from the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary If this Option is designated as an Incentive Stock Option and Participant was a Greater Than 10% Stockholder at the time the Option was granted, the expiration of five years from the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or DisabilityGrant Date;
(c) Immediately upon Except as the Administrator may otherwise approve, the expiration of three months following the date of an OptioneeParticipant’s Termination of Service, unless such termination occurs by reason of employment by the Company and all Service Recipients Participant’s death, Disability or for Cause;
(d) Thirty (30) days after The expiration of one year from the date of an OptioneeParticipant’s resignation from employment with the Company and all death if Participant dies (i) prior to his or her Termination of Service Recipients without Good Reason or (except due to death ii) within three months after his or Disability)her Termination of Service;
(e) One hundred and eighty (180) days after The expiration of one year from the date of: (i) an Optioneeof Participant’s resignation from employment with the Company and all Termination of Service Recipients for Good Reasonby reason of Participant’s Disability; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;or
(f) The Extended Exercise Date Except as the Administrator may otherwise approve, the date of Participant’s Termination of Service for Cause. If the Option is an Incentive Stock Option, note that, to obtain the federal income tax advantages associated with an “incentive stock option,” the Code requires that at all times beginning on the date of grant of the Option and ending on the day three months before the date of Option’s exercise, Participant must be an Employee of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) of the Company, except in the event of Participant’s death or disability (ias defined in Section 22(e)(3) of the Code). The Company has provided for extended exercisability of Participant’s Option under certain circumstances for Participant’s benefit but cannot guarantee that Participant’s Option will necessarily be treated as an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by “incentive stock option” if Participant continues to provide services to the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), a Subsidiary as a Consultant or (iii) occurs on Director after Participant’s employment terminates or if Participant otherwise exercises the Option more than three months after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optioneedate Participant’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursterminates.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 (a) The Option (or 6 any portion of the Management Stockholder’s Agreement, Option not yet vested under Section 3.1(a) as the Optionee case may be) may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(ai) The tenth anniversary expiration of ten (10) years from the date the Option was granted; or
(ii) Except in the event of a Change in Control of the Company as defined in Section 3.4 below or as otherwise provided herein, the expiration of three (3) months from the date of the Employee's termination of employment unless such termination of employment results from his death or his retirement pursuant to the terms of a pension plan of the Company; PROVIDED, HOWEVER, if during the first two years following a Change in Control of the Company, Employee's employment terminates other than pursuant to the terms of a pension plan of a Company and Employee's Option was exercisable on the date of termination of Employee's employment, it will remain exercisable for a period of six months and one day after termination of Employee's employment, or until the Expiration Date, whichever occurs first.
(iii) Except in the event of a Change in Control of the Company as defined in Section 3.4 below, the close of business in the office of the Corporate Secretary of the Company ten years from the date of Grant set forth on the Notice of Grant of Stock attached hereto (the "Expiration Date"); PROVIDED, HOWEVER, if Employee should die while actively employed by the Company prior to the Expiration Date, Employee's Option will remain exercisable for a period of three months after the date of Employee's death.
(iv) Except as provided in subsection (b), the expiration of two (2) years from the date of Employee's death while an employee of the Company or after Employee's retirement pursuant to the terms of a pension plan of the Company, as the case may be.
(v) The effective date of the Committee's action under Section 5.3 (ii), (iii) or (iv) (except in the case of an action providing for assumption of the Option).
(b) If Employee's employment with the Company terminates prior to the Expiration Date because of Employee's retirement pursuant to the terms of a pension plan of the Company, Employee's Option will remain exercisable until the Expiration Date so long as Employee is alive until the Optionee remains employed Expiration Date. Any portion of the Option not yet vested at the Employee's Date of Retirement will automatically vest with the Company or any Service Recipient through such date;
passage of time (b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, as if the Optionee’s employment is terminated by reason of death or Disability;
(cretired employee had remained actively employed) Immediately upon pursuant to the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as Option Vesting Schedule set forth in Sections 3.2(bSection 3.(a) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by so long as the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursEmployee is alive.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement(a) Subject to subsection (b), the Optionee Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(ai) The tenth anniversary expiration of ten (10) years from the Grant Date so long as date the Optionee remains employed with the Company or any Service Recipient through such dateOption was granted;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an OptioneeExcept in the case of Xxxxxx’s Retirement; Disability or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b2.2(a)(iv) or 3.2(g)and (v), including upon nonrenewal the expiration of Optioneethree (3) months from the date of Holder’s existing employment agreement Termination of Service, unless Xxxxxx dies within said three month period;
(iii) In the case of Xxxxxx’s Disability, the expiration of one (1) year from the date of Holder’s Termination of Service by reason of Holder’s Disability;
(iv) The expiration of one (1) year from the date of Xxxxxx’s death;
(v) Upon Holder’s Termination of Service, by the Company or other applicable Service Recipienta Subsidiary of the Company for Cause, in at the event such termination listed in discretion of the Administrator effective upon written notice to Holder; or
(i), vi) Notwithstanding (ii), or above, the expiration of three (iii3) occurs prior to years from the fifth anniversary date of the Closing Date;
(f) The Extended Exercise Date in the event Xxxxxx’s Termination of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or a Subsidiary of the Company other applicable than for Cause or by the Holder for Good Reason, provided in each case that such Termination of Service Recipientoccurs within twenty-four (24) months following a Change in Control of the Company.
(b) If, upon Holder’s Termination of Service, Xxxxxx has completed five or more years of continuous service with the Company or a Subsidiary, subsection (a) shall not apply, and the Option may not be exercised to any such termination listed in extent by anyone after the first to occur of the following events:
(i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event expiration of an Optionee’s Job Elimination;
ten (h10) Immediately upon years from the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s AgreementOption was granted; or
(iii) At The expiration of two (2) years from the discretion date of Xxxxxx’s Termination of Service.
(c) For purposes of this Section 2.2, “Termination of Service” has the definition contained in the Plan; provided, however, that upon the mutual written agreement of the CompanyCompany and the Holder, Xxxxxx’s cessation of employment shall not be considered a Termination of Service if Holder continues to hold the Committee so determines pursuant to Section 9 position of a member of the Plan. Notwithstanding Board as of the foregoingemployment termination date, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which or becomes a member of the Board certifies as of the financial statements for employment termination date. Any reference to a Termination of Service shall thereinafter be the Company for date upon which Holder ceases to be a member of the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursBoard.
Appears in 1 contract
Samples: Stock Option Agreement (Actavis PLC)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option Option, or any portion thereof, to any extent after the first to occur of the following events:
(a) The tenth anniversary of the applicable Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections Section 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth third anniversary of the Closing DateOctober 10, 2007;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), ) or (iii) occurs on or after the fifth third anniversary of the Closing DateOctober 10, 2007;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions of Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(ih) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding , but only to the foregoing, extent the time periods set forth in this Committee determines it to be permitted under applicable tax laws and not to have adverse tax consequences to the Optionee under Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until 409A of the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursCode.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Energy Future Holdings Corp /TX/)
Expiration of Option. Except as otherwise provided in Section 5 6 or 6 7 of the Management Stockholder’s Agreement and also except as otherwise provided under the terms of the Employment Agreement, which terms are hereby incorporated by reference and made a part hereof, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;
(b) The first third anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or DisabilityPermanent Disability (unless earlier terminated as provided in Section 3.20 below);
(c) Immediately upon the date of an the Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) of an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections Section 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(fe) The Extended Exercise Date in One hundred and eighty (180) days after the event date of (i) an Optionee’s resignation from termination of employment with the Company and all Service Recipients by the Optionee for Good Reason; ;
(iif) an Optionee’s Retirement; or One hundred and eighty (iii180) days after the date of an Optionee’s termination of employment by with the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;Optionee upon Retirement.
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
Thirty (h30) Immediately upon days after the date of an Optionee’s breach termination of employment with the provisions Company and all Service Recipients by the Optionee without Good Reason (except due to Retirement, death or Permanent Disability);
(h) The date the Option is terminated pursuant to Section 22(a)(ii) 6 or 7 of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.
Appears in 1 contract
Samples: Stock Option Agreement (Hca Inc/Tn)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipientsemployment, if the Optionee’s employment is terminated by reason of death or Permanent Disability;
(c) Immediately upon the date of the Optionee’s termination of employment by the Company or its Subsidiaries or Affiliates for Cause;
(d) Ninety (90) days after the date of an Optionee’s termination of employment by the Company or any of its Subsidiaries or Affiliates without Cause (for any reason other than as set forth in Section 3.2(b));
(e) Ninety (90) days after the date of an Optionee’s termination of employment with the Company or any of its subsidiaries or affiliates by the Optionee with Good Reason;
(f) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients or any of its subsidiaries or affiliates by the Optionee without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in date the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Option is terminated pursuant to Section 22(a)(ii) 5 or 6 of the Management Stockholder’s Agreement; or
(ih) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation, dissolution or other corporate event of the Company after (x) ten (10) days prior written notice to the Optionee that the Company intends to exercise such discretion and an opportunity for the Optionee to exercise his Options (whether or not then otherwise vested and exercisable), (y) payment to the Optionee in respect of the termination of his Options, or (z) an opportunity for the Executive to convert his Options into new options to purchase voting securities of the surviving or parent entity, in connection with such transaction. Notwithstanding the foregoing, the time periods anything set forth in this Section 3.2 shall not begin to run with respect to the contrary, in the event that the Performance Options that vest Option becomes vested and exercisable in accordance with Section 3.1(a)(ii) above 3.1(a)(ii)(B), the Option shall not be deemed to have expired until the time at later of (i) the date on which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in whichOption would otherwise expire pursuant to Section 3.2(b), (d) or (e), as applicable, or for (ii) the Fiscal Year in which, termination of employment occurstenth (10th) business day immediately following the applicable Determination Date.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 6.1 This Option shall expire and become null and void upon the happening of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur whichever of the following eventsevents shall first occur:
(a) The tenth expiration of three (3) months after the Optionee ceases to be employed by the Company and all of its Subsidiaries for any reason other than termination for one of the reasons set forth below in Section 6.1(b), (c) or (d) or expiration of this Option pursuant to Section 6.1(e) of this Agreement;
(b) expiration of three (3) years since the Optionee’s (i) termination of employment by reason of death; or (ii) termination of employment by reason of Disability (as defined in the Termination Protection Agreement for Corporate Executives between the Company and the Optionee); or (iii) involuntary termination by the Company without Cause or voluntary termination of employment by Optionee for Good Reason (each as defined in the Employment Agreement) at any time after the earlier to occur of (x) the second anniversary of the Grant Date so long as or (y) the date that Optionee remains employed with attains age 55; or (iv) voluntary termination of employment by Optionee without Good Reason at any time at or after the Company or any Service Recipient through such datefourth anniversary of the Grant Date provided that Optionee had then attained age 55;
(bc) The first expiration of one (1) year since the Optionee’s involuntary termination by the Company without Cause or voluntary termination of employment by Optionee for Good Reason at any time on or before the earlier to occur of (x) the second anniversary of the Grant Date or (y) the date that Optionee attains age 55;
(d) the first anniversary of the Optionee’s termination of employment with following a Change in Control (as defined in Section 7 hereof); or
(e) the Company and all Service RecipientsExercise Term expires. Except as provided in Section 6.2 below, if only those portions of this Option exercisable as of the date of termination of the Optionee’s employment may be exercised. In the event of the Optionee’s death, the Option shall be exercisable, to the extent provided in the Plan and this Agreement, by the legatee or legatees under the Optionee’s will, or by the Optionee’s legal representatives or distributees and such person or persons shall be substituted for the Optionee each time the Optionee is terminated by reason referred to herein.
6.2 The provisions of Section 4 of this Agreement to the contrary notwithstanding, upon Optionee’s death or the termination of the Optionee’s employment by the Company without Cause or by the Optionee for Good Reason or due to Optionee’s Disability;:
(ca) Immediately (i) If such termination occurs on or before the first anniversary of the Grant Date, the Time-Vested Amount under the Option will be 1,000,000 Shares, and (ii) if such termination occurs after the first anniversary of the Grant Date, the Time-Vested Amount under the Option will be 2,000,000 Shares.
(b) The Option will be vested and exercisable only to the extent of the attainment of the Performance Vesting Requirement, under Section 4 hereof, through the last day of the post-termination exercise period under Section 6.1 hereof, subject to the following modifications of Section 4 hereof:
(i) if the $20 Performance Vesting Requirement under Section 4(a) had not been attained on or prior to the date of termination, no portion of the Option will be exercisable and the entire Option will be forfeited upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;employment; and
(dii) Thirty (30if the $20 Performance Vesting Requirement under Section 4(a) days after had been attained on or prior to the date of an Optionee’s resignation termination, the Option will be vested and exercisable based on the attainment of the Performance Vesting Requirement, under Section 4, through the last day of the post-termination exercise period under Section 6.1; provided: The number of Shares that are vested and exercisable from employment with time to time during the Company and all Service Recipients without Good Reason post-termination exercise period under Section 6.1 will be equal to the lesser of (except due to death or Disability);
(eA) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(bTime Vested Amount under Section 6.2(a)(i) or 3.2(g)Section 6.2(a)(ii), including upon nonrenewal as applies, as of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach employment termination and (B) the sum of (I) 666,667 Shares plus (II) 133,333.33 Shares for each $1.00 (or, for any amount less than $1.00, such lesser number of Shares as equals the product of 133,333.33 multiplied by the fraction the numerator of which is such fractional dollar amount and the denominator of which is $1.00) by which the highest Common Stock closing Share price attained for 15 consecutive days through the date of option exercise exceeds $20, up to a maximum of 2,000,000 vested and exercisable Shares under the Option. No further performance vesting or exercisability will apply to any portion of the Option following the exercise of that portion.
6.3 The provisions of Section 22(a)(ii) 4 of this Agreement to the contrary notwithstanding, upon any Change in Control of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Company this Option shall become exercisable as provided below in Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs7.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Radioshack Corp)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years and one day from the Grant Date so long as date the Optionee remains employed with the Company or any Service Recipient through such date;Option was granted; or
(b) The first anniversary of Except as provided in clauses (c) through (h) below, the date of the Optionee’s termination 's Termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;Employment; or
(c) Immediately upon In the case of an Optionee who retires after reaching the Company's normal retirement age or who takes early retirement, the expiration of three months from the date of an Optionee’s termination 's Termination of employment Employment by reason of such retirement, or in the case of any such retiring Optionee whose right to exercise his or her Option is extended by the Company and all Service Recipients for Cause;Committee, which extension shall not exceed three years from the date of Optionee's Termination of Employment, the date upon which such extension expires; or
(d) Thirty (30) days after In the date case of an Optionee who is discharged not for good cause, the expiration of three months from the Optionee’s resignation from employment with 's Termination of Employment unless the Company and all Service Recipients without Good Reason (except due to death or Disability);Optionee dies within said three-month period; or
(e) One hundred and eighty (180) days after In the case of any Optionee whose right to exercise his or her Option is extended by the Committee, which extension shall not exceed three years from the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by 's Termination of Employment, the Company or other applicable Service Recipient, in the event date upon which such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;extension expires; or
(f) The Extended Exercise Date in In the event case of (i) an Optionee’s resignation Optionee who is totally disabled, the expiration of one year from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary date of the Closing Date;Optionee's Termination of Employment by reason of his or her disability unless the Optionee dies within said one-year period; or
(g) The Extended Exercise Date in expiration of one year from the event date of an the Optionee’s Job Elimination;'s death; or
(h) Immediately upon the The effective date of an Optionee’s breach either the merger or consolidation of the provisions Section 22(a)(iiCompany with or into another corporation, or the acquisition by another corporation or person (excluding any employee benefit plan of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) of all or substantially all of the Management Stockholder’s Agreement; or
(i) At Company's assets or 51% or more of the discretion Company's then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. At least ten days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in Option has then neither been fully exercised nor become unexercisable under this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs3.3.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Owens Illinois Inc /De/)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years from the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the date Code), at the time the Option was granted, more than 10% of the Optionee’s termination total combined voting power of employment with all classes of stock of the Company and all Service Recipientsor any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), if the Optionee’s employment is terminated by reason expiration of death or Disabilityfive years from the Grant Date;
(c) Immediately upon The expiration of three months from the date of an Optioneethe Participant’s Termination of Services by reason of the Participant’s Termination of Employment by reason of a termination of employment by the Company and for Cause (as defined in Participant’s employment agreement), provided, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company’s xxxxxxx xxxxxxx policy at all Service Recipients for Causetimes during such seven-day period, the Option shall expire on the seventh day following the opening of the first open trading window thereafter;
(d) Thirty (30) days after The expiration of six months from the date of the Participant’s Termination of Services, unless such termination occurs by reason of (i) the Participant’s death, (ii) the Participant’s Disability or (iii) the Participant’s retirement (pursuant to Section 3.3(e)) or (iv) if the Participant has an Optionee’s resignation from employment with agreement that defines a termination for “Cause” and/or “Good Reason,” a termination by the Company and all Service Recipients without Cause (as defined in Participant’s employment agreement) or a termination by the Participant for Good Reason (except due as defined in Participant’s employment agreement), provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to death or Disabilitybe an Incentive Stock Option on the expiration of three months from the Participant’s Termination of Services (and shall thereafter be a Non-Qualified Stock Option);, provided, further, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company’s xxxxxxx xxxxxxx policy at all times during such six-month period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter; or
(e) One hundred and eighty (180) days after The expiration of one year from the date of: (i) an Optioneeof the Participant’s resignation Termination of Services by reason of the retirement, after a minimum of ten years of service, of a Participant who is at least 55 years old, provided, however, that to the extent that the Participant is prohibited from employment selling shares of Stock pursuant to the Company’s xxxxxxx xxxxxxx policy at all times during such one-year period, with the Company and all Service Recipients for Good Reason; (ii) exception of an Optionee’s Retirement; or (iii) an Optionee’s termination open trading window of employment by less than seven days, the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by Option shall expire on the Company or other applicable Service Recipient, in seventh day following the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary opening of the Closing Date;first open trading window thereafter; or
(f) The Extended Exercise Date expiration date set forth in clause (a) if the event Participant has an employment agreement that defines a termination for “Cause” and/or “Good Reason,” and upon a Participant’s Termination of (i) an Optionee’s resignation from employment with Services by the Company and all Service Recipients without Cause (as defined in Participant’s employment agreement) or a Termination of Services by the Participant for Good Reason; Reason (as defined in Participant’s employment agreement) or (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an OptioneeParticipant’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plandeath or Disability. Notwithstanding the foregoing, if any Option vests after the time periods Participant’s Termination of Services for reasons set forth in this herein pursuant to Section 3.2 3.1 and the Participant has a limit of six months or one year following such Termination of Services to exercise the Option pursuant to paragraph (d) or (e), the Participant shall not begin have six months after the Option vests to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursexercise such Option.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten (10) years from the Grant Date; or
(b) If this Option is designated as an Incentive Stock Option and the Optionee owned (within the meaning of Section 424(d) of the Grant Date so long as Code), at the Optionee remains employed with time the Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Service Recipient through such date;Subsidiary or parent corporation thereof (within the meaning of Section 422 of the Code), the expiration of five years from the date the Option was granted; or
(bc) The first anniversary Except as set forth in a written agreement with the Company [FOR EXECUTIVE OFFICERS ONLY: including, without limitation, the Employment Agreement], the expiration of ninety (90) days following the date of the Optionee’s termination 's Termination of employment Service [FOR EXECUTIVE OFFICERS ONLY: (or, if later, with respect to any portion of the Company and all Service RecipientsOption that becomes exercisable pursuant to Section 4(g)(iv) of the Employment Agreement, ninety (90) days following the date such portion of the Option becomes exercisable)], unless, if the Optionee’s employment Optionee is terminated an Associate of the Company or any of its Subsidiaries, such Termination of Service occurs by reason of the Optionee's discharge for Cause, or by reason of the Optionee's death or Disability;
(cd) Immediately upon the The date of the Optionee's Termination of Service by reason of the Optionee's discharge for Cause if the Optionee is an Optionee’s termination Associate of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date or any of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);its Subsidiaries; or
(e) One hundred and eighty (180) days after The expiration of one year following the date of: (i) of the Optionee's Termination of Service by reason of the Optionee's death or Disability if Optionee is an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination Associate of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary any of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursits Subsidiaries.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the The Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date Date, so long as the Optionee remains employed with by the Company or any Service Recipient through such dateits Subsidiaries or Affiliates;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipientsemployment, if the Optionee’s employment is terminated by reason of death or Disability;Permanent Disability (unless earlier terminated as provided in Section 3.2(e) below); or
(c) Immediately upon the date of an the Optionee’s termination of employment by the Company and all Service Recipients or any of its Subsidiaries or Affiliates for Cause; or
(d) Ninety (90) days after the date of the Optionee’s termination of employment by the Company or any of its Subsidiaries or Affiliates without Cause or by the Optionee for Good Reason (in either case unless earlier terminated as provided in Section 3.2(e) below); or
(e) The date the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder’s Agreement;
(df) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients Optionee without Cause Good Reason (for any reason other than unless earlier terminated as set forth provided in Sections 3.2(bSection 3.2(e) or 3.2(gbelow)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(ig) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company’s assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation, dissolution or other corporate event of the Company. Prior to run with respect such effective date, the Company may choose to Performance Options take any of, or any combination of, the following actions: (x) provide no less than ten (10) days prior written notice to the Optionee that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements Company intends to exercise such discretion and an opportunity for the Company Optionee to exercise the Optionee’s Options (whether or not then vested), (y) make payment to the Optionee in respect of the termination of the Optionee’s Options, or (z) provide an opportunity for the Fiscal Year immediately preceding Optionee to roll over the Fiscal Year Optionee’s Options into new stock options, in which, or for the Fiscal Year in which, termination of employment occursconnection with such transaction.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years from the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary If this Option is designated as an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of the date Code), at the time the Option was granted, more than 10% of the Optionee’s termination total combined voting power of employment with all classes of stock of the Company and all Service Recipientsor any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), if the Optionee’s employment is terminated by reason expiration of death or Disabilityfive years from the Grant Date;
(c) Immediately upon The expiration of three months following the date of an OptioneeParticipant’s Termination of Service, unless such termination occurs by reason of employment by the Company and all Service Recipients Participant’s death, Disability or for CauseMisconduct;
(d) Thirty (30) days after The expiration of one year from the date of an OptioneeParticipant’s resignation from employment with the Company and all death if Participant dies prior to his or her Termination of Service Recipients without Good Reason (except due to death or Disability)within three months after his or her Termination of Service;
(e) One hundred and eighty (180) days after The expiration of one year from the date of: (i) an Optioneeof Participant’s resignation from employment with the Company and all Termination of Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;Participant’s Disability; or
(f) The Extended Exercise Date date of Participant’s Termination of Service by the Company for Misconduct. If the Option is an Incentive Stock Option, note that, to obtain the federal income tax advantages associated with an “incentive stock option,” the Code requires that at all times beginning on the date of grant of the Option and ending on the day three months before the date of Option’s exercise, Participant must be an Employee of the Company or an affiliate, except in the event of (i) Participant’s death or Disability. The Company has provided for extended exercisability of Participant’s Option under certain circumstances for Participant’s benefit but cannot guarantee that Participant’s Option will | NSD\136854.1|| necessarily be treated as an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; “incentive stock option” if Participant continues to be employed by or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by provide services to the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), an affiliate as a Consultant or (iii) occurs on Director after Participant’s employment terminates or if Participant otherwise exercises its options more than three months after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optioneedate Participant’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursterminates.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option Option, or any portion thereof, to any extent after the first to occur of the following events:
(a) The tenth anniversary of the applicable Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions of Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan, but only to the extent the Committee determines it to be permitted under applicable tax laws and not have adverse tax consequences to the Optionee under Section 409A of the Code. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs. For purposes of the foregoing provision, the term “Fiscal Year” shall include calendar years 2015 and 2016.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Energy Future Holdings Corp /TX/)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years from the Grant Date; or
(b) If this Option is designated as an Incentive Stock Option and the Participant owned (within the meaning of Section 424(d) of the Grant Date so long as Code), at the Optionee remains employed with time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Service Recipient through such date;“subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five years from the Grant Date; or
(bc) The first anniversary opening of business on the day of the Participant’s Termination of Services by reason of a termination by the Company or a Subsidiary for Cause (as defined in the Participant’s employment agreement, if applicable), unless the Committee, in its discretion, determines that a longer period is appropriate; or
(d) The expiration of six months from the date of the OptioneeParticipant’s Termination of Services, unless such termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated occurs by reason of death or (i) the Participant’s death, (ii) the Participant’s Disability;
, (ciii) Immediately upon the date of an OptioneeParticipant’s retirement (pursuant to Section 3.3(e)), (iv) the Participant’s termination of for Cause (as defined in the Participant’s employment agreement, if applicable), (v) if the Participant has an employment agreement that defines a termination for “cause” and/or “Good Reason,” a termination by the Company and all Service Recipients or a Subsidiary without Cause (as defined in the Participant’s employment agreement) or a termination by the Participant for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due as defined in the Participant’s employment agreement, if applicable), or (vi) is under Section 3.1(c)(ii)(E) of this Agreement, provided, however, that any portion of this Option that is an Incentive Stock Option shall cease to death or Disabilitybe an Incentive Stock Option on the expiration of three months from the Participant’s Termination of Services (and shall thereafter be a Non-Qualified Stock Option);, provided, further, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company’s xxxxxxx xxxxxxx policy at all times during such six-month period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter; or
(e) One hundred and eighty (180) days after The expiration of one year from the date of: of the Participant’s Termination of Services by reason of the retirement, after a minimum of ten years of service, of a Participant who is at least 55 years old, provided, however, that to the extent that the Participant is prohibited from selling shares of Stock pursuant to the Company’s xxxxxxx xxxxxxx policy at all times during such one-year period, with the exception of an open trading window of less than seven days, the Option shall expire on the seventh day following the opening of the first open trading window thereafter; or
(f) The expiration date set forth in clause (a), (i) if the Participant has an Optionee’s resignation from employment with the Company and all Service Recipients agreement that defines a termination for “Cause” and/or “Good Reason; (ii) an Optionee,” and upon a Participant’s Retirement; or (iii) an Optionee’s termination Termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement Services by the Company or other applicable Service Recipient, a Subsidiary without Cause (as defined in Participant’s employment agreement) or a Termination of Services by the event such termination listed Participant for Good Reason (as defined in (iParticipant’s employment agreement), or (ii)) upon the Participant’s death or Disability, or (iii) occurs prior to upon the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an OptioneeParticipant’s resignation retirement from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; after at least age 60 plus at least 15 years of service, or (iii) an Optionee’s termination after at least age 65 plus at least ten years of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii)service, or (iiiiv) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date a Change in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Control under Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan3.1(c). Notwithstanding the foregoing, if any Option vests after the time periods Participant’s Termination of Services for reasons set forth in this herein pursuant to Section 3.2 3.1 and the Participant has a limit of six months or one year following such Termination of Services to exercise the Option pursuant to paragraph (d) or (e), the Participant shall not begin have six months after the Option vests to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occursexercise such Option.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the The Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;
(b) The fifth anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients if the Optionee’s employment is terminated by reason of Retirement;
(c) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, Recipients if the Optionee’s employment is terminated by reason of death or Disability;
Disability (cunless earlier terminated as provided in Section 3.2(h) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Causebelow);
(d) Thirty (30) days after The first anniversary of the date of an the Optionee’s resignation from termination of employment with the Company and all Service Recipients without Good Reason if the Optionee’s employment terminates (except due to death 1) within two (2) years following a Change in Control and (2) for any reason other than an involuntary termination with Cause or Disabilitya Retirement (in the case of an involuntary termination with Cause or a Retirement, the provisions of Section 3.2 (g) and (b), as applicable, shall instead apply);
(e) One hundred and eighty Ninety (18090) days after the date of: (i) an of the Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s involuntary termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(gSection 3.2(c)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in Ninety (90) days after the event date of (i) an the Optionee’s resignation from voluntary termination of employment with the Company and all Service Recipients by the Optionee (for Good Reason; (iiany reason other than as set forth in Section 3.2(b) an Optionee’s Retirement; or (iiic));
(g) an Immediately upon the date of the Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job EliminationCause;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of seven (7) years from the Grant Date so long as date the Optionee remains employed with the Company or any Service Recipient through such dateOption was granted;
(b) The first anniversary time of the Optionee’s Termination of Employment if such Termination of Employment is by the Company for Cause;
(c) The expiration of six (6) months from the date of the Optionee’s termination Termination of employment with Employment by reason of a Termination of Employment by the Company and all Service Recipients, if without Cause or the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon resignation other than for Good Reason, unless the date of an Optionee’s termination of employment by the Company and all Service Recipients for CauseOptionee dies within said six-month period;
(d) Thirty The expiration of twelve (3012) days after months from the date of an the Optionee’s Termination of Employment by reason of the Optionee’s resignation from employment with the Company and all Service Recipients without for Good Reason (except due to death or Disability)Reason;
(e) One hundred and eighty The expiration of seven (1807) days after years from the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, Option was granted in the event such termination listed in (i), (ii), or (iii) occurs prior to that the fifth anniversary Optionee’s Termination of Employment results from the expiration of the Closing DateEmployment Period;
(f) The Extended Exercise Date in expiration of twelve (12) months from the event date of (i) an the Optionee’s resignation from employment with Termination of Employment by reason of the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing DateDisability;
(g) The Extended Exercise Date in expiration of twelve (12) months from the event date of an the Optionee’s Job Elimination;death; or
(h) Immediately upon the The effective date of an Optionee’s breach a merger of the provisions Section 22(a)(ii) Company with or into another corporation, the sale of substantially all of the Management Stockholder’s Agreement; or
(i) At the discretion assets of the Company, if the Committee so determines pursuant to Section 9 Company or a Change in Control of the PlanCompany (as defined in the Employment Agreement), unless the Option is, in connection with such transaction, assumed or an equivalent option substituted by the successor or survivor corporation (or a parent or subsidiary thereof). Notwithstanding the foregoingabove, the time periods set forth Company agrees to provide a reasonable extension to the exercise period referenced above (other than in this Section 3.2 shall not begin to run with respect to Performance Options that vest the case of (a), (b) and (e)), as applicable, in accordance with Section 3.1(a)(ii) above until the event that, at the time at which of the Board certifies expiration of the financial statements for relevant exercise period, the Company for Optionee is prohibited from exercising the Fiscal Year immediately preceding Option due to a black-out period or similar restrictions imposed by law, but in no event shall such exercise period extend beyond seven (7) years from the Fiscal Year in which, or for date the Fiscal Year in which, termination of employment occursOption was granted.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (MPG Office Trust, Inc.)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s 's Agreement, the Optionee may not exercise the Option Options to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long Date, as indicated on the Optionee remains employed with the Company or any Service Recipient through such dateMaster Signature Page;
(b) The first anniversary of the date of the Optionee’s 's termination of employment with the Company and all Service Recipients, if the Optionee’s 's employment is terminated by reason of death or DisabilityDisability (unless earlier terminated as provided in Section 3.2(h) below);
(c) Immediately upon the date of an the Optionee’s 's termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after Immediately upon the date of an the Optionee’s resignation from 's termination of employment with by the Company and all Service Recipients by the Optionee without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) of an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s 's termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections Section 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in One hundred and eighty (180) days after the event date of (i) an Optionee’s resignation from 's termination of employment with the Company and all Service Recipients by the Optionee for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in date the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Options are terminated pursuant to Section 22(a)(ii) 5 or 6 of the Management Stockholder’s 's Agreement; or
(ih) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.. ARTICLE IV
Appears in 1 contract
Expiration of Option. Except as otherwise provided in Section 5 6 or 6 7 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;
(b) The first third anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or DisabilityPermanent Disability (unless earlier terminated as provided in Section 3.2(h) below);
(c) Immediately upon the date of an the Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) of an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections Section 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(fe) The Extended Exercise Date in One hundred and eighty (180) days after the event date of (i) an Optionee’s resignation from termination of employment with the Company and all Service Recipients by the Optionee for Good Reason; ;
(iif) an Optionee’s Retirement; or One hundred and eighty (iii180) days after the date of an Optionee’s termination of employment by with the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;Optionee upon Retirement.
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
Thirty (h30) Immediately upon days after the date of an Optionee’s breach termination of employment with the provisions Company and all Service Recipients by the Optionee without Good Reason (except due to Retirement, death or Permanent Disability);
(h) The date the Option is terminated pursuant to Section 22(a)(ii) 6 or 7 of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.
Appears in 1 contract
Samples: Stock Option Agreement (Hca Inc/Tn)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years and one day from the Grant Date so long as date the Optionee remains employed with the Company or any Service Recipient through such date;Option was granted; or
(b) The first anniversary of Except as provided in clauses (c) through (h) below, the date of the Optionee’s termination Termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;Employment; or
(c) Immediately upon In the case of an Optionee who retires after reaching the Company’s normal retirement age or who takes early retirement, the expiration of three months from the date of an Optionee’s termination Termination of employment Employment by reason of such retirement, or in the case of any such retiring Optionee whose right to exercise his or her Option is extended by the Company and all Service Recipients for Cause;Committee, which extension shall not exceed three years from the date of Optionee’s Termination of Employment, the date upon which such extension expires; or
(d) Thirty (30) days after In the date case of an Optionee who is discharged not for good cause, the expiration of three months from the Optionee’s resignation from employment with Termination of Employment unless the Company and all Service Recipients without Good Reason (except due to death or Disability);Optionee dies within said three-month period; or
(e) One hundred and eighty (180) days after In the case of any Optionee whose right to exercise his or her Option is extended by the Committee, which extension shall not exceed three years from the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by Termination of Employment, the Company or other applicable Service Recipient, in the event date upon which such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;extension expires; or
(f) The Extended Exercise Date in In the event case of (i) an Optionee who is totally disabled, the expiration of one year from the date of the Optionee’s resignation from employment with Termination of Employment by reason of his or her disability unless the Company and all Service Recipients for Good ReasonOptionee dies within said one-year period; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;or
(g) The Extended Exercise Date in expiration of one year from the event date of an the Optionee’s Job Elimination;death; or
(h) Immediately upon the The effective date of an Optionee’s breach either the merger or consolidation of the provisions Section 22(a)(iiCompany with or into another corporation, or the acquisition by another corporation or person (excluding any employee benefit plan of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) of all or substantially all of the Management StockholderCompany’s Agreement; or
(i) At assets or 51% or more of the discretion Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, unless the Committee waives this provision in connection with such transaction. At least ten days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in Option has then neither been fully exercised nor become unexercisable under this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs3.3.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Owens Illinois Inc /De/)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the The Optionee may not exercise any portion of the Option to any extent after the first to occur of the following events:
(a) The tenth seventh anniversary of the Grant Date so long as Date; provided that the Optionee remains employed with in the Employment of the Company or any Service Recipient Subsidiary through such date;
(b) Six months after (i) the Optionee’s Employment is terminated by the Company and all its Subsidiaries without Cause or the Optionee terminates employment for Good Reason (unless earlier terminated as provided in Section 3.2(g) below) or (ii) solely in the case of the Option becoming vested and exercisable following such termination pursuant to Section 3.1(e), the date on which the Option vests and becomes exercisable;
(c) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service RecipientsEmployment, if the Optionee’s employment Employment is terminated by reason of death or DisabilityPermanent Disability (unless earlier terminated as provided in Section 3.2(g) below);
(cd) Unless earlier terminated as provided in Section 3.2(g) below, three months after the Optionee’s termination of Employment without Good Reason (other than due to death or Permanent Disability) unless, in the Company’s sole determination, such termination is in connection with the rendering of services (as proprietor, investor, director, officer, employee, consultant, partner or otherwise) to any business that competes with the business of the Company, in which event the Option shall expire immediately upon termination of employment with the Company;
(e) Immediately upon the date of an the Optionee’s termination of employment by Employment with the Company and all Service Recipients its Subsidiaries for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an the Optionee’s breach termination of Employment for any reason other than by reason of death or Permanent Disability if the Performance Vesting Condition has not been satisfied as of the provisions Section 22(a)(ii) date of the Management Stockholder’s Agreementsuch termination; or
(ig) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods anything set forth in this Section 3.2 to the contrary, in the event any vested and exercisable portion of the Option is scheduled to expire pursuant to any of Sections 3.2(a), (b), (c) or (d) above, and the Option Price is at least $0.10 less than the Fair Market Value on the applicable expiration date, then on the date that such exercisable portion of the Option is scheduled to expire, such exercisable portion of the Option (to the extent not previously exercised by the Optionee) shall not begin be automatically exercised on behalf of the Optionee and the net number of Shares resulting from such automatic exercise (after deduction for payment of the exercise price and withholding taxes) shall be delivered to run with respect the Optionee as soon as practicable thereafter. For purposes of the foregoing, to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at extent the Optionee is employed outside of the United States, the date on which the Board certifies Optionee’s Employment terminates shall be the financial statements for earliest of (i) the date on which the Company, or the Subsidiary that employs him, provides the Optionee with notice of termination of Employment, (ii) the last day of the Optionee’s active service with the Company for and its Subsidiaries; or (iii) the Fiscal Year immediately preceding last day on which the Fiscal Year Optionee is an employee of the Company or the Subsidiary that employs him, as determined in which, each case without including any required advance notice period and irrespective of the status of the termination under local labor or for the Fiscal Year in which, termination of employment occurslaws.
Appears in 1 contract
Samples: Performance Stock Option Agreement (Nielsen Holdings PLC)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date;
(b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth third anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), ) or (iii) occurs on or after the fifth third anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(ih) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.
Appears in 1 contract
Samples: Employment Agreement (Energy Future Holdings Corp /TX/)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of seven years from the Grant Date so long date the Option was granted; or
(b) Except as provided in clauses (c) through (h) below, the date of Optionee’s Termination of Employment, other than due to Retirement; or
(c) If Optionee remains employed is discharged not for Cause or retires after reaching the age of 55 and having 10 years of employment with the Company or any Service Recipient through such date;Subsidiary (other than a Retirement), the expiration of the earlier of (i) one (1) year from Optionee’s Termination of Employment or (ii) seven years from the date the Option was granted, unless Optionee dies within said period; or
(bd) The first anniversary If Optionee’s right to exercise his Option is extended by the Committee, which extension shall not exceed the earlier of (i) three years from the date of Optionee’s Termination of Employment or (ii) seven years from the date the Option was granted, the date upon which such extension expires; or
(e) If Optionee is determined by the Committee to have a Disability, the expiration of the earlier of (i) one year from the date Optionee is determined by the Committee to have a Disability, or (ii) seven years from the date the Option was granted, unless Optionee dies within said period; or
(f) In the case of Optionee’s death, including during an extended exercise period provided in subsection (c) or (e) of this Section 3.3, the expiration of the earlier of (i) one year from the date of Optionee’s death, or (ii) seven years from the date the Option was granted; or
(g) In the case of the Optionee’s termination Retirement, the expiration of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability;
(c) Immediately upon seven years from the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause;
(d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability);
(e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good ReasonOption was granted; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;
(f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;or
(h) Immediately upon the The effective date of an Optionee’s breach a Change in Control, unless the Committee waives this provision in connection with such transaction. At least ten days prior to the effective date of such merger, consolidation, acquisition, liquidation or dissolution, the provisions Section 22(a)(ii) Committee shall give Optionee notice of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, such event if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in Option has then neither been fully exercised nor become unexercisable under this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs3.3.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Owens Illinois Inc /De/)
Expiration of Option. Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee The Option may not exercise the Option be exercised to any extent by anyone after the first to occur of the following events:
(a) The tenth anniversary expiration of ten years from the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such dateDate;
(b) The first anniversary If this Option is designated as an Incentive Stock Option and Holder was a Greater Than 10% Stockholder at the time the Option was granted, the expiration of five years from the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or DisabilityGrant Date;
(c) Immediately upon The expiration of three months following the date of an OptioneeHolder’s Termination of Service, unless such termination occurs by reason of employment by the Company and all Service Recipients Holder’s death, Disability or for Cause;
(d) Thirty (30) days after The expiration of one year from the date of an OptioneeXxxxxx’s resignation from employment with the Company and all death if Xxxxxx dies prior to his or her Termination of Service Recipients without Good Reason or within three months after his or her Termination of Service (except due to death or Disabilityunless such Termination of Service occurs by reason of Xxxxxx’s discharge for Cause);
(e) One hundred and eighty (180) days after The expiration of one year from the date of: (i) an Optioneeof Xxxxxx’s resignation from employment with the Company and all Termination of Service Recipients for Good Reasonby reason of Holder’s Disability; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date;or
(f) The Extended Exercise Date in the event date of (i) an OptioneeHolder’s resignation from employment with the Company and all Termination of Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date;
(g) The Extended Exercise Date in the event of an Optionee’s Job Elimination;
(h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or
(i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the PlanCause. Notwithstanding the foregoing, in the time periods event of Holder’s Termination of Service by reason of Holder’s death or Disability, the unvested portion of the Option shall not be forfeited until the earlier of (i) the date the Administrator takes action to terminate such unvested portion of the Option or (ii) the date twelve (12) months from the date of Holder’s Termination of Service (and in no event later than the date set forth in this Section 3.2 shall not begin 2.3(a) or (b) above, as applicable). If the Option is an Incentive Stock Option, note that, to run obtain the federal income tax advantages associated with respect to Performance Options an “incentive stock option,” the Code requires that vest in accordance with Section 3.1(a)(ii) above until at all times beginning on the time at which date of grant of the Board certifies Option and ending on the financial statements for day three months before the date of Option’s exercise, Holder must be an Employee of the Company or a Subsidiary, except in the event of Holder’s death or Disability. The Company has provided for extended exercisability of Holder’s Option under certain circumstances for Holder’s benefit but cannot guarantee that Holder’s Option will necessarily be treated as an “incentive stock option” if Holder continues to be employed by or provide services to the Fiscal Year immediately preceding Company or an affiliate as a Consultant or Director after Xxxxxx’s employment terminates or if Holder otherwise exercises its options more than three months after the Fiscal Year in which, or for the Fiscal Year in which, termination of date Holder’s employment occursterminates.
Appears in 1 contract
