Extension of Post-Termination Exercise Period. Notwithstanding any provisions of this Section 5 to the contrary, if following termination of employment or service the exercise of the Options or, if in conjunction with the exercise of the Options, the sale of the Shares acquired on exercise of the Options, during the post-termination of service time period set forth in the paragraph of this Section 5 applicable to the reason for termination of service would, in the determination of the Company, violate any applicable federal or state securities laws, rules, regulations or orders (or any Company policy related thereto), including its securities trading policy), the running of the applicable period to exercise the Options shall be tolled for the number of days during the period that the exercise of the Options or sale of the Shares acquired on exercise would in the Company’s determination constitute such a violation; provided, however, that in no event shall the exercisability of the Options be extended beyond the Option Expiration Date.
Extension of Post-Termination Exercise Period. The period of time in which to exercise Executive’s stock options to purchase shares of Company common stock that are vested as of the date of Separation will be extended to nine (9) months from the date of Separation, but in any event such period shall not extend beyond the maximum term of the stock option, provided that at the time of such Separation Executive has provided continuous services to the Company for not less than three (3) years.
Extension of Post-Termination Exercise Period. All outstanding Equity Awards which carry a right to exercise that you hold as of the date of your Covered Termination will expire on the earlier of (A) the original term of such outstanding Equity Awards as set forth in the applicable award agreement or the equity incentive plan, subject to earlier termination in the event of a Change in Control as set forth in the terms of the applicable equity incentive plan and definitive agreement for such Change in Control transaction, and (B) the date which occurs on the second anniversary of termination of your Continuous Service to the Company.
Extension of Post-Termination Exercise Period. The Company will amend the Awards such that the Awards will remain exercisable through August 31, 2018 (but in no event beyond the term of the applicable Award). This amendment may affect the tax treatment of the Awards, and thus you are encouraged to seek independent tax advice. Except as expressly set forth in Sections 3.c and 3.d of this Agreement, the Awards shall continue to be governed in all respects by the terms of the applicable equity plans and Award agreements.
Extension of Post-Termination Exercise Period. In addition, with respect to equity awards granted after the Effective Date, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity award.
Extension of Post-Termination Exercise Period. Notwithstanding any provisions of this Section 5 to the contrary, if following termination of employment or service the exercise of the Options or, if in conjunction with the exercise of the Options, the sale of the Shares acquired on exercise of the Options, during the post-termination of employment or service time period set forth in the paragraph of this Section 5 applicable to the reason for termination of employment or service would, in the determination of the Company, violate any applicable federal or state securities laws, rules, regulations or orders (or any Company policy related thereto), including Company’s securities trading policy, the running of the applicable period to exercise the Options shall be tolled for the number of days during the period that the exercise of the Options or sale of the Shares acquired on exercise would in the Company’s determination constitute such a violation; provided, however, (i) that in no event shall the exercisability of the Options be extended beyond the Option Expiration Date; and (ii) if applicable, the inability to sell Shares acquired upon exercise of the Options until the expiration of the holding period under Rule 144 under the Securities Act of 1933, as amended, shall not toll the running of the applicable post-employment or service exercise period.
Extension of Post-Termination Exercise Period. Only in the event of the Company’s termination of Employee’s employment without Cause (as defined below) prior to the Planned Separation Date, each Option, to the extent outstanding and unexercised as of the Separation Date, will remain exercisable until the earlier of (i) three (3) months following the Planned Separation Date or (ii) the expiration date of the applicable Option, provided that each Option will be subject to earlier termination in accordance with Section 14 (“ Adjustments; Dissolution or Liquidation; Merger or Change in Control”) of the Plan (the “Option Extension”). This Agreement acts as an amendment to the Stock Option Agreement related to each Option. The exercise of Employee’s vested options and shares shall continue to be governed by the terms and conditions of the Stock Agreements, as modified in this paragraph.
Extension of Post-Termination Exercise Period. Effective as of the Termination Date, Section 6(b)(ii) of the 2006 Agreement is hereby amended and restated in its entirety as follows:
Extension of Post-Termination Exercise Period. Notwithstanding anything to the contrary contained in the Company’s 2002 Stock Incentive Plan and the equity award agreements under which Executive’s outstanding stock options were granted:
(i) Subject to the terms and conditions contained in, and Executive’s continued compliance with, this Section 3(c), the period of time during which Executive may exercise his vested stock options following the Termination Date (after giving effect to the acceleration pursuant to Section 3(b) above) shall be extended to the earliest of (A) the second anniversary of the Termination Date or (B) the original ten-year expiration date of such options (the “Exercise Period Extension”).
(ii) It shall be a condition to the Exercise Period Extension that Executive not sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) on any single trading day occurring during the period commencing on the Termination Date and ending on the second anniversary of the Termination Date, shares of the Company’s common stock (including shares issuable upon vesting, settlement or exercise of stock options, restricted stock units or performance stock units) in an amount that is in excess of five percent (5%) of the average daily trading volume of the Company’s common stock for the preceding calendar week, other than Permitted Transfers. For purposes of this Agreement, a “Permitted Transfer” will include (A) the Transfer of any or all of the shares during Executive’s lifetime or upon Executive’s death by will or intestacy to Executive’s Immediate Family or a trust for the benefit of Executive’s Immediate Family (provided that such Immediate Family or trust agrees to be bound by the restrictions in this Section 3(c)), (B) any Transfer upon the occurrence of, and in connection with, a change in control of the Company, (C) any Transfer approved in writing by the Board, (D) any Transfer pursuant to the written trading plan adopted by the Executive on September 22, 2022, in accordance with Rule 10b5-1, or (E) any Transfer to the Company in connection with tax withholding by the Company as described in Section 3(b) above. As used herein, “Immediate Family” shall mean Executive’s spouse, lineal descendant or antecedent, father, mother, brother or sister or stepchild (whether or not adopted).
Extension of Post-Termination Exercise Period. As consideration for the Executive’s execution of this Agreement following Termination of Employment prior to the Second Offer Expiration Date (as defined below), the Company will modify Section 8(a) of each of the Award Agreements to extend your post-termination exercise period from six (6) months following your termination of Employment to February 28, 2018. The Options will otherwise remain subject to the terms and conditions set forth in the Award Agreements and the equity plan pursuant to which the Options were granted, including, without limitation, the “Additional Termination Events and Claw-Back” set forth in Section 11 of the Award Agreements.
