Other Involuntary Termination. If Optionee’s Employment is terminated for any reason other than for Cause, Retirement, death or Disability, or voluntary termination, then (i) the Option shall immediately become fully vested on the termination of Employment date and (ii) the vested portion of the Option shall expire to the extent not previously exercised within one (1) year after such termination date. In no event may the Option be exercised by anyone after the earlier of (i) the expiration of the Option Period or (ii) one (1) year after the termination of Employment date even if Optionee becomes deceased during such period. The termination of Employment of Optionee due to or as a result of the termination or expiration of the Co-Employer Agreement, dated July 11, 2008, by and between the Company and Torch Energy Advisors Incorporated shall be considered an involuntary termination of Optionee’s Employment for purposes of this Agreement.
Other Involuntary Termination. “Other Involuntary Termination” shall mean (i) any termination by the Company other than for Cause, death or Disability, or (ii) Employee’s voluntary termination for Good Reason (as defined in this Section 3(g)), in each case, excluding a Change in Control Involuntary Termination. For purposes of this Section 3(g), “Good Reason” shall mean that Employee has complied with the “Good Reason Process” following the occurrence of any of the following events: (i) a ten percent (10%) or greater decrease in Employee’s annual total cash compensation target (annual base salary plus annual bonus target) other than in connection with a general decrease in the total annual cash compensation target (annual base salary plus annual bonus target) for most officers of the Company and the successor corporation, if applicable; or (ii) a change in the geographic location at which Employee provides services to the Company that increases the Employee’s one-way commute by twenty-five (25) miles or more.
Other Involuntary Termination. If Optionee’s employment with the Company and its Affiliates is terminated by the Company for any reason other than for Cause, death or Disability, then (i) the non-vested portion of the Option shall immediately expire on the date of termination of employment and (ii) the vested portion of the Option shall expire to the extent not exercised six (6) months after the date of such termination of employment/engagement. In no event may the Option be exercised by anyone after the earlier of (i) the expiration of the Option Period or (ii) six (6) months after the date of termination.
Other Involuntary Termination. If Employee's employment with the Company is terminated by the Company other than for "cause", then this Option may be exercised by Employee at any time during the period of three months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee's death if Employee dies during such three-month period, but in each case only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee's employment so terminates. A termination of employment by the Company other than for "cause" includes, but is not limited to, a layoff or a sale of a dealership resulting in the loss of position within the Company. After the expiration of such three-month period (or after the expiration of the one-year period following Employee's death if Employee dies during such three-month period), this Option shall terminate and shall not be exercisable. This Option shall not be exercisable in any event after the expiration of ten years from the date of grant hereof. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), (b) by delivering or constructively tendering to the Company shares of Stock having a fair market value equal to the purchase price (provided such shares used for this purpose must have been held by Employee for such minimum period of time as may be established from time to time by the Committee), (c) through a "cashless exercise" in accordance with a Company established policy or program for the same (which policy or program may contain such limitations and restrictions as the Company shall determine in its sole discretion), or (d) any combination of the foregoing. This Option may only be exercised for whole shares of Stock, and no cash in lieu of fractional shares shall be paid by the Company. Further, no fraction of a share of Stock shall be accepted by the Company in payment of the exercise price of this Option. Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be or have any of the rights or privileges of a shareholder of the Company with re...
Other Involuntary Termination. “Other Involuntary Termination” shall mean (i) any termination by the Company other than for Cause (not including a termination as a result of Employee’s death or disability), or (ii) Employee’s voluntary termination for Good Reason, in each case, excluding a Change in Control Involuntary Termination.
Other Involuntary Termination. “Other Involuntary Termination” shall mean (i) any termination by the Company other than for Cause, death or Disability, or (ii) Employee’s voluntary termination for Good Reason (as defined in this Section 3(g)), in each case during the Term and excluding a Change in Control Involuntary Termination. For purposes of this Section 3(g), “Good Reason” shall mean that Employee has complied with the “Good Reason Process” following the occurrence of any of the following events: (i) a material diminution of Employee’s authorities, duties or responsibilities, (ii) a five percent (5%) or greater decrease in Employee’s annual base salary or annual bonus target other than in connection with a general decrease in annual base salary or annual bonus target (as applicable) for officers of the Company and the successor corporation, if applicable; or (iii) a change in the geographic location at which Employee provides services to the Company that increases the Employee’s one-way commute by twenty-five (25) miles or more.
Other Involuntary Termination. If Optionee’s Employment is terminated for any reason other than for Cause, removal from the Board in any manner except upon the failure to be re-elected to the Board by the Company’s shareholders, death, Disability, or voluntary termination, then (i) the non-vested portion of the Option shall immediately become fully vested on the termination of Employment date and (ii) the vested portion of the Option shall expire to the extent not previously exercised within one (1) year after such termination date. In no event may the Option be exercised by anyone after the earlier of (i) the expiration of the Option Period or (ii) one (1) year after the termination of Employment date even if Optionee becomes deceased during such period.
Other Involuntary Termination. Subject, in all cases, to the earlier expiration or termination of the Option, if Employee’s employment with the Company terminates involuntarily other than for Cause, then the Option may be exercised by Employee at any time during the 90 day period following such termination, or by Employee’s estate (or the person who acquires this Agreement by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one year following Employee’s death if Employee dies during such 90 day period, but in each case only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee’s employment so terminates. After the expiration of such 90 day period (or after the expiration of the one year period following Employee’s death if Employee dies during such 90 day period), the Option shall terminate and shall not be exercisable.
Other Involuntary Termination. If on or after the first anniversary of the Grant Date and prior to the Normal Restriction Lapse Date, the Participant incurs an Involuntary Termination, and paragraph 5b does not apply, then as of the date of such Involuntary Termination, the Service Condition shall be deemed satisfied with respect to the applicable Pro-Rata Portion, and such Pro-Rata Portion of the PSUs shall remain subject to the Performance Condition (except as specified in paragraph 6a).
Other Involuntary Termination. In the event the Company terminates the Executive's employment during the Employment Period for reasons other than those specified in paragraphs 3(a) through 3(c), the Company agrees to provide the Executive the following payments and benefits which shall be referred to as the "Termination Arrangement." If the Executive obtains employment inside the Company or its affiliates during the period the Executive is receiving payments and benefits pursuant to the Termination Arrangement, any and all payments or benefits required pursuant to the Termination Arrangement will cease.
