Expiration of Options. The Options may not be exercised to any extent by the Optionee after the first to occur of the following events: (a) The tenth anniversary of the Grant Date; or (b) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Retirement; or (c) 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 death, Permanent Disability, Retirement or Cause or (ii) the delivery of notice by the Corporation, after termination of Optionee's employment, that it does not intend to exercise its call right pursuant to Section 5.3; or (d) The date the Option is terminated pursuant to the Manager Stockholder's Agreement; (e) The date of an Optionee's termination of employment by the Corporation for Cause; or (f) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Corporation into another Person, a Change of Control, or the recapitalization, reclassification, liquidation or dissolution of the Corporation. 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, in writing, of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (KMC Telecom Holdings Inc)
Expiration of Options. The Options may not be exercised to any extent by the Optionee anyone after the first to occur of the following events:
(a) The tenth anniversary of the Grant Datedate hereof; or
(b) The first anniversary of the date of the Optionee's ’s termination of employment by reason of death, Permanent Disability or Permitted Retirement; or
(c) The first business day which is fifteen ninety 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, Retirement Disability or Cause or (ii) the delivery of notice by the Corporation, after termination of Optionee's employment, that it does not intend to exercise its call right pursuant to Section 5.3Permitted Retirement; or
(d) The date opening of business on the Option is terminated pursuant to the Manager Stockholder's Agreement;
(e) The date of an Optionee's ’s termination of employment by the Corporation Company for Cause; or
(fe) If Subject to the provisions for accelerated exercisability pursuant to Section 3.1(a) upon a Change of Control, if the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Corporation Company into another Person, a Change or the exchange or acquisition by another Person of Controlall 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 CorporationCompany. 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, in writing, notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Alliance Imaging Inc /De/)
Expiration of Options. The Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Options may not be exercised to any extent by the Optionee after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date; or
(b) The first anniversary of the date of the Optionee's termination of employment by reason of death, Permanent Disability or Retirement; or
(c) 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 death, Permanent Disability, Disability or Retirement or Cause (except as to the extent described in clause (e) below) or (ii) the delivery of notice by the Corporation, after termination of Optionee's employment, Company that it does not intend to exercise its call right pursuant to under Section 5.36 of the Management Stockholder's Agreement; PROVIDED, HOWEVER, that in any event the Options 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 death, Permanent Disability or Retirement; or
(d) The date the Option is terminated pursuant to Section 5, 6 or 8(b) of the Manager Management Stockholder's Agreement;
(e) The date of an Optionee's termination of employment by the Corporation Company for Cause; or
(f) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Corporation Company into another Person, a Change or the exchange or acquisition by another Person of Controlall 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 CorporationCompany. 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, in writing, notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Evenflo & Spalding Holdings Corp)
Expiration of Options. The Options Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not be exercised exercise the Options to any extent by the Optionee after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date; or;
(b) The tenth anniversary of the Grant Date, if the Optionee’s employment is terminated by reason of death or Disability;
(c) The first anniversary of the date of the Optionee's ’s termination of employment by reason of deathRetirement, Permanent Disability by the Company without Cause or Retirement; orby the Optionee for Good Reason;
(cd) The first business day which is fifteen calendar days after the earlier date of (i) 75 days after an Optionee’s termination of employment of by the Optionee Company for any reason other than for death, Permanent Disability, Retirement or Cause as set forth in Section 3.2(b) or (iic) the delivery of notice by the Corporation, after termination of Optionee's employment, that it does not intend to exercise its call right pursuant above (without regard to Section 5.3; or5 or 6 of the Management Stockholder’s Agreement);
(de) The date the Option is terminated pursuant to Section 5 or 6 of the Manager Management Stockholder's ’s Agreement;
(e) The date of an Optionee's termination of employment by the Corporation for Cause; or
(f) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Corporation Company into another Person, a Change or the exchange or acquisition by another Person of Controlall 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 CorporationCompany. 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, in writing, notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.
Appears in 1 contract
Samples: Employment Agreement (Rockwood Specialties Group Inc)
Expiration of Options. The Except as otherwise provided in the Shareholder’s Agreement, the Options may not be exercised to any extent by the Optionee anyone after the first to occur of the following events:
(a) The In the case of an Option granted to an Employee, the tenth anniversary of the Grant Date; ordate hereof, and in the case of an Option granted to a service provider other than an Employee, the fifth anniversary of the date hereof;
(b) The first anniversary of the date of the Optionee's ’s termination of employment by reason of death, death or Permanent Disability or Retirement; orDisability;
(c) The first business day which is fifteen ninety calendar days after the earlier of (i) 75 days after termination of employment of the Optionee for any reason other than for deathCause, death or Permanent Disability, Retirement or Cause or (ii) the delivery of notice by the Corporation, after termination of Optionee's employment, that it does not intend to exercise its call right pursuant to Section 5.3; or;
(d) The date the Option is terminated pursuant to the Manager Stockholder's Shareholder’s Agreement;
(e) With respect to the Performance Option, the fifth anniversary of the Vesting Reference Date, to the extent not previously vested;
(f) The opening of business on the date of an Optionee's ’s termination of employment by the Corporation Company for Cause; or;
(fg) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Corporation Company into another Person, a Change or the exchange or acquisition by another Person of Controlall or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the CorporationCompany. 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 «Name» — Stock Option Agreement Optionee notice, in writing, notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.
Appears in 1 contract
Samples: Non Qualified Share Option Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)
Expiration of Options. The Except as otherwise provided in the Shareholders Agreement, the Options may not be exercised to any extent by the Optionee anyone after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date; ordate hereof;
(b) The first anniversary of the date of the Optionee's ’s termination of employment by reason of death, death or Permanent Disability or RetirementDisability; or«Name» — Stock Option Agreement
(c) The first business day which is fifteen ninety calendar days after the earlier of (i) 75 days after termination of employment of the Optionee for any reason other than for deathCause, death or Permanent Disability, Retirement or Cause or (ii) the delivery of notice by the Corporation, after termination of Optionee's employment, that it does not intend to exercise its call right pursuant to Section 5.3; or;
(d) The date the Option is terminated pursuant to the Manager Stockholder's Shareholders Agreement;
(e) With respect to the Performance Option, the fifth anniversary of the Vesting Reference Date, to the extent not previously vested;
(f) The opening of business on the date of an Optionee's ’s termination of employment by the Corporation Company for Cause; or;
(fg) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Corporation Company into another Person, a Change or the exchange or acquisition by another Person of Controlall or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the CorporationCompany. 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, in writing, notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.
Appears in 1 contract
Samples: Non Qualified Share Option Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)
Expiration of Options. The Except as otherwise provided in the Shareholder’s Agreement, the Options may not be exercised to any extent by the Optionee anyone after the first to occur of the following events:
(a) The tenth anniversary of expiration date for the Grant Date; orOption(s) indicated on Exhibit A;
(b) The first anniversary of the date of the Optionee's ’s termination of employment by reason of death, death or Permanent Disability or Retirement; orDisability;
(c) The first business day which is fifteen ninety calendar days after the earlier of (i) 75 days after termination of employment of the Optionee for any reason other than for deathCause, death or Permanent Disability, Retirement or Cause or (ii) the delivery of notice by the Corporation, after termination of Optionee's employment, that it does not intend to exercise its call right pursuant to Section 5.3; or;
(d) The date the Option is terminated pursuant to the Manager Stockholder's Shareholder’s Agreement;
(e) The opening of business on the date of an Optionee's ’s termination of employment by the Corporation Company for Cause; or
(f) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Corporation Company into another Person, a Change or the exchange or acquisition by another Person of Controlall or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the CorporationCompany. 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, in writing, notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.. «Name» — Rollover Stock Option Agreement
Appears in 1 contract
Samples: Non Qualified Share Option Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)
Expiration of Options. The Except as otherwise provided in the Shareholder’s Agreement, the Options may not be exercised to any extent by the Optionee anyone after the first to occur of the following events:
(a) The tenth anniversary of expiration date for the Grant Date; orOption(s) indicated on Exhibit A;
(b) The first anniversary of the date of the Optionee's ’s termination of employment by reason of death, death or Permanent Disability or Retirement; orDisability;
(c) The first business day which is fifteen ninety calendar days after the earlier of (i) 75 days after termination of employment of the Optionee for any reason other than for deathCause, death or Permanent Disability, Retirement or Cause or (ii) the delivery of notice by the Corporation, after termination of Optionee's employment, that it does not intend to exercise its call right pursuant to Section 5.3; or;
(d) The date the Option is terminated pursuant to the Manager Stockholder's Shareholder’s Agreement;
(e) The opening of business on the date of an Optionee's ’s termination of employment by the Corporation Company for Cause; or
(f) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Corporation Company into another Person, a Change or the exchange or acquisition by another Person of Controlall or substantially all of the Company’s assets or 80% or more of its then outstanding voting shares, or the recapitalization, reclassification, liquidation or dissolution of the CorporationCompany. 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, in writing, notice of such event if the Option has then neither been fully exercised nor become unexercisable under this Section 3.2.
Appears in 1 contract
Samples: Non Qualified Share Option Agreement (Avago Technologies LTD)