Common use of Lapse of Option Clause in Contracts

Lapse of Option. 5.1 Regardless of any other term of this Agreement, the Option shall lapse and cease to be exercisable (or lapse and cease to become capable of becoming exercisable as relevant) forthwith on the earliest to occur of:- 5.1.1 expiry of the period ending on the tenth anniversary of the Date of Grant; 5.1.2 the first anniversary of the date of the Option Holder’s death; 5.1.3 the expiry of the period of 28 days from the date the Option Holder ceases to be an Eligible Employee for any reason other than in circumstances set out in Clauses 5.1.4, 5.1.5 or 5.1.6; 5.1.4 the expiry of the Good Leaver Period where the Option Holder ceases to be an Eligible Employee by reason of: (a) disability, injury or ill health evidenced to the satisfaction of the Committee; (b) redundancy within the meaning of the Employment Rights Xxx 0000; (c) retirement with the agreement of the Committee; or (d) the Option Holder's Employing Company or the business for which the Option Holder works being sold out of the Company’s group; 5.1.5 the expiry of the Good Leaver Period where the Option Holder ceases to be an Eligible Employee otherwise than as stated in Clause 5.1.4 in circumstances where the Committee has resolved before such cessation that the Option shall not lapse immediately upon the Option Holder ceasing to be such an Eligible Employee; 5.1.6 the date upon which the Option lapses in accordance with the provisions of either Clause 4 or Clause 7; or 5.1.7 to the relevant extent only, the date on which the Committee determines that the Performance Conditions have become incapable of being satisfied, in whole or part. 5.2 For the purposes of Clauses 5.1.4 and 5.1.5 above, "Good Leaver Period" means:

Lapse of Option. 5.1 Regardless of any other term of this Agreement, the The Option shall lapse and cease to be exercisable (or lapse and cease to become capable of becoming exercisable as relevant) forthwith on whichever is the earliest to occur of:-of the following: 5.1.1 expiry of the period ending on the tenth anniversary of the Date of Grant; 5.1.2 the first anniversary of the date end of the Option Holder’s death;Period; or 5.1.3 5.1.2 except as provided in Clauses 8 and 9, the expiry Option Holder ceasing to meet the requirements of section 535 of the period Income Tax (Earnings and Xxxxxxxx) Xxx 0000 or paragraphs 25 or 26 of 28 days from the date Schedule 5 so that the Option Holder ceases to be an Eligible Employee eligible employee with respect to the Group for any reason other than in circumstances set out in Clauses 5.1.4, 5.1.5 or 5.1.6; 5.1.4 the expiry purposes of the Good Leaver Period where Schedule 5 SAVE THAT if the Option Holder ceases is a female who is absent from work due to be an Eligible Employee by reason of: (a) disabilitypregnancy or confinement in circumstances such that, injury or ill health evidenced pursuant to the satisfaction of the Committee; (b) redundancy within the meaning Part VIII of the Employment Rights Xxx 0000; , she has a right to return to work (cwhether or not a contract of employment subsists during the period of her absence) retirement with she shall be regarded for the agreement purposes of this Deed not to have ceased to have been employed within the CommitteeGroup until such time as she is no longer capable of exercising a right to return to work, and not to have ceased to be employed if she exercises that right; or 5.1.3 if the Option is purported to be transferred, assigned, charged or otherwise alienated whether pursuant to any court order or decree or settlement agreement or otherwise (d) otherwise than to the Option Holder's Employing Company or ’s legal personal representatives upon the business for which death of the Option Holder); or 5.1.4 if the Option Holder works being sold out is adjudicated bankrupt or a bankruptcy order is made against the Option Holder pursuant to Chapter I of Part IX of the Company’s group;Insolvency Xxx 0000; or 5.1.5 if the Option Holder is deprived (otherwise than on death) of the legal or beneficial ownership of the Option for any reason including, without limitation, by operation of law or by the Option Holder doing (or omitting to do) anything which causes the Option Holder to be so deprived; or 5.1.6 the expiry of any time limit for the Good Leaver Period where exercise of the Option Holder ceases to be an Eligible Employee otherwise than or any part thereof (as stated in appropriate) given by Clause 5.1.4 in circumstances where the Committee has resolved before such cessation that the Option shall not lapse immediately upon the Option Holder ceasing to be such an Eligible Employee; 5.1.6 the date upon which the Option lapses in accordance with the provisions of either Clause 4 or Clause 710; or 5.1.7 the lapse of the Option pursuant to Clause 3.2, Clause 8 or Clause 9; or 5.1.8 unless the relevant extent onlyUS Board in its absolute discretion determines otherwise, if the date Option Holder provides services to a competitor of the Group, whether as an employee, officer, director, independent contractor, consultant, agent or otherwise (“Engages in Competition”) or lends to or makes an investment in any such competitor (the US Board having the right to determine whether or not the Option Holder Engages in Competition and such determination shall be conclusive and binding on which the Committee determines Option Holder); 5.1.9 if the US Board has determined that the Performance Conditions have become incapable Option Holder has committed an act of being satisfiedfraud, in whole misappropriation, embezzlement or partthe like; 5.1.10 if the Option Holder pleads guilty to, is found guilty or is convicted of a crime; and upon such lapse all rights of the Option Holder under this Deed shall terminate. 5.2 For the purposes of Clauses 5.1.4 and 5.1.5 above, "Good Leaver Period" means:

Lapse of Option. 5.1 Regardless of any other term of this Agreement, the 6.1 The whole Option (whether Vested or Unvested) shall lapse and cease to be exercisable (or lapse and cease to become capable of becoming exercisable as relevant) forthwith on upon the earliest first to occur of:- 5.1.1 expiry of the period ending on the tenth anniversary of the Date of Grant;following: 5.1.2 the first anniversary of the date of 6.1.1 subject to Clause 6.4, the Option Holder’s death; 5.1.3 the expiry of the period of 28 days from the date the Option Holder ceases 6.1.2 subject to be an Eligible Employee for any reason other than in circumstances set out in Clauses 5.1.46.2 and 6.3, 5.1.5 or 5.1.6; 5.1.4 the expiry of the Good Leaver Period where the Option Holder ceases to be an Eligible Employee by reason of: (a) disability, injury or ill health evidenced to the satisfaction of the Committee; (b) redundancy within the meaning of the Employment Rights Xxx 0000; (c) retirement with the agreement of the Committee; or (d) the Option Holder's Employing Company or the business for which the Option Holder works being sold out of the Company’s group; 5.1.5 the expiry of the Good Leaver Period where the Option Holder ceases to be an Eligible Employee otherwise than as stated in Clause 5.1.4 in circumstances where the Committee has resolved before such cessation that the Option shall not lapse immediately upon the Option Holder ceasing to be such an Eligible Employee; 5.1.6 the date upon which the Option lapses Holder shall become a Leaver for any reason other than death; 6.1.3 the expiry of the Option Period; 6.1.4 subject to Clauses 4.1 and 4.3, immediately following completion of an Exit Event; 6.1.5 subject to Clause 6.4, the Option Holder being deprived of the beneficial or legal ownership of the Option by operation of law or doing or omitting to do anything which causes him to be so deprived or becoming bankrupt or apparently insolvent; 6.1.6 the circumstances referred to in accordance with Clause 3.1; 6.1.7 the provisions of either circumstances referred to in Clause 4 or 4.4; 6.1.8 the circumstances referred to in Clause 7; or 5.1.7 6.1.9 the passing of an effective resolution, or the making of an order by the court, for the winding up of the Company. 6.2 In the event of the Option Holder becoming a Bad Leaver, the Board may, in its absolute discretion acting by Majority Decision, dis-apply Clause 6.1.2 for some or all of the Vested Option (which dis-application may be subject to any conditions that the Board by Majority Decision may determine). Any such dis-application of Clause 6.1.2 must be notified in writing to the relevant extent onlyOption Holder within 90 days of the Option Holder becoming a Bad Leaver. 1.1 Where the Option Holder is a Good Leaver (other than in the case of death), the date on Option Holder shall be entitled to retain any portion of the Option which has Vested (without any requirement for prior consent of the Committee determines that Board), but for the Performance Conditions have become incapable avoidance of being satisfied, in whole or partany doubt any portion of the Option which is Unvested shall lapse. 5.2 For 1.2 In the purposes event of Clauses 5.1.4 the Option Holder’s death, the Board may allow the Vested Option (or any part thereof) to be exercised by the executors and 5.1.5 above, "Good Leaver Period" means:personal representatives of the Option Holder within 12 months of the date of death of the Option Holder.