Common use of Restrictions on Transfer and Exercise Clause in Contracts

Restrictions on Transfer and Exercise. (a) Except as hereinafter provided, no Option granted pursuant to the Plan may be exercised at any time unless the holder thereof is then an Employee or Director of the Company. Options granted under the Plan shall not be affected by any change of employment so long as the grantee continues to be an Employee or Director of the Company or of a subsidiary. (b) The Option of Employee whose employment is terminated for any reason, other than for death, disability (as defined in Section 22(e)(3) of the Code) or discharge for cause, shall be exercisable or payable to the extent provided therein, through the earlier of the date which is three months after termination of employment or the date that such Option expires in accordance with its terms, and shall expire thereafter. (c) In the event of the death of Employee while an employee of the Company, or within three months after the termination of employment of Employee for other than cause, or in the event of the termination of employment of Employee for permanent disability, the Option may be exercised as follows: i) In the event of the death of Employee during employment or the death of the Employee within three months after the termination of employment for other than cause, each Option granted to Employee shall be exercisable or payable to the extent provided therein but not later than one year after his or her death (and not beyond the stated duration of the Option). Any such exercise or payment shall be made only: (A) by or to the executor or administrator of the estate of the deceased Employee or person or persons to whom the deceased Employee's rights under the Option shall pass by will or the laws of descent and distribution; and (B) to the extent, if any, that the deceased Employee was entitled at the date of his or her death. (ii) In the case of Employee becoming disabled, the Option shall terminate on the earlier of one year after termination of employment or the date that such Option expires in accordance with its terms. During such period, the Option may be exercised by Employee with respect to the same number of shares, in the same manner and to the same extent as if Employee had continued employment during such period. (d) Any unexercised Option shall lapse immediately upon termination of employment of Employee through discharge for "cause". "Cause" shall mean, in the good faith determination of the Company's Board of Directors, the Optionee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. No act, or failure to act, on the Optionee's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company or its subsidiaries.

Restrictions on Transfer and Exercise. (a) Except as hereinafter provided, no Option granted pursuant to the Plan may be exercised at any time unless the holder thereof is then an Employee or Director of the Company. Options granted under the Plan shall not be affected by any change of employment so long as the grantee continues to be an Employee or Director of the Company or of a subsidiary. (b) The Option of Employee whose employment is terminated for any reason, other than for death, disability (as defined in Section 22(e)(3105(d)(4) of the Code) or discharge for cause, shall be exercisable or payable to the extent provided therein, through the earlier of the date which is three months after termination of employment or the date that such Option expires in accordance with its terms, and shall expire thereafter. (c) In the event of the death of Employee while an employee of the Company, or within three months after the termination of employment of Employee for other than cause, or in the event of the termination of employment of Employee for permanent disability, the Option may be exercised as follows: (i) In the event of the death of Employee during employment or the death of the Employee within three months after the termination of employment for other than cause, each Option granted to Employee shall be exercisable or payable to the extent provided therein but not later than one year after his or her death (and not beyond the stated duration of the Option). Any such exercise or payment shall be made only: (A) by or to the executor or administrator of the estate of the deceased Employee or person or persons to whom the deceased Employee's rights under the Option shall pass by will or the laws of descent and distribution; and (B) to the extent, if any, that the deceased Employee was entitled at the date of his or her death. (ii) In the case of Employee becoming disabled, the Option shall terminate on the earlier of one year after termination of employment or the date that such Option expires in accordance with its terms. During such period, the Option may be exercised by Employee with respect to the same number of shares, in the same manner and to the same extent as if Employee had continued employment during such period. (d) Any unexercised Option shall lapse immediately upon termination of employment of Employee through discharge for "cause". "Cause" shall mean, in the good faith determination of the Company's Board of Directors, the Optionee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. No act, or failure to act, on the Optionee's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company or its subsidiaries.

Restrictions on Transfer and Exercise. (a) Except as hereinafter provided, no Option granted pursuant to the Plan may be exercised at any time unless the holder thereof is then an Employee or Director of the Company. Options granted under the Plan shall not be affected by any change of employment so long as the grantee continues to be an Employee or Director of the Company or of a subsidiary. (b) The Option of Employee whose employment is terminated for any reason, other than for death, disability (as defined in Section 22(e)(3) of the Code) or discharge for cause, shall be exercisable or payable to the extent provided therein, through the earlier of the date which is three months after termination of employment or the date that such Option expires in accordance with its terms, and shall expire thereafter. (c) In the event of the death of Employee while an employee of the Company, or within three months after the termination of employment of Employee for other than cause, or in the event of the termination of employment of Employee for permanent disability, the Option may be exercised as follows: i) In the event of the death of Employee during employment or the death of the Employee within three months after the termination of employment for other than cause, each Option granted to Employee shall be exercisable or payable to the extent provided therein but not later than one year after his or her death (and not beyond the stated duration of the Option). Any such exercise or payment shall be made only: (A) by or to the executor or administrator of the estate of the deceased Employee or person or persons to whom the deceased Employee's rights under the Option shall pass by will or the laws of descent and distribution; and (B) to the extent, if any, that the deceased Employee was entitled at the date of his or her death. (ii) In the case of Employee becoming disabled, the Option shall terminate on the earlier of one year after termination of employment or the date that such Option expires in accordance with its terms. During such period, the Option may be exercised by Employee with respect to the same number of shares, in the same manner and to the same extent as if Employee had continued employment during such period. (d) Any unexercised Option shall lapse immediately upon termination of employment of Employee through discharge for "cause". "Cause" shall mean, in the good faith determination of the Company's Board of Directors, the Optionee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. No act, or failure to act, on the Optionee's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company or its subsidiaries.

Restrictions on Transfer and Exercise. (a) Except as hereinafter provided, no Option granted pursuant to the Plan may be exercised at any time unless the holder thereof is then an Employee employee or Director director of the CompanyCompany or of a subsidiary. Options granted under the Plan shall not be affected by any change of employment so long as the grantee Optionee continues to be an Employee employee or Director director of the Company or of a subsidiary.subsidiary corporation. Exhibit A (b) The Option of Employee any Optionee whose employment is terminated for any reason, other than for death, disability (as defined in Section 22(e)(3) of the Code) or discharge for causecause (as defined in Section 6.3(d) below), shall be exercisable or payable to the extent provided therein, through the earlier of the date which is three months after termination of employment or the date that such Option expires in accordance with its terms, and shall expire thereafter. (c) In the event of the death of Employee an Optionee (1) while an employee of the CompanyCompany or a subsidiary corporation, or (2) within three months after the termination of employment of Employee the Optionee for other than cause, or in the event of the termination of employment of Employee by an Optionee for permanent disability, the Option may be exercised as follows: (i) In the event of the death of Employee an Optionee during employment or the death of the Employee Optionee within three months after the termination of employment for other than cause, each Option granted to Employee such Optionee shall be exercisable or payable to the extent provided therein but not later than one year after his or her death (and but not beyond the stated duration of the Option). Any such exercise or payment shall be made only: (A1) by or to the executor or administrator of the estate of the deceased Employee Optionee or person or persons to whom the deceased EmployeeOptionee's rights under the Option shall pass by will or the laws of descent and distribution; and (B2) to the extent, if any, that the deceased Employee Optionee was entitled at the date of his or her death. (ii) In the case of Employee becoming an Optionee who becomes disabled, the Option shall terminate be exercisable or payable to the extent provided therein on the earlier of one year after termination of employment or the date that such Option expires in accordance with its terms. During such period, the Option may be exercised by Employee an Optionee who becomes disabled with respect to the same number of shares, . in the same manner and to the same extent as if Employee the Optionee had continued employment during such period. (d) Any unexercised Option Options shall lapse immediately upon termination of employment of Employee the Optionee through discharge for "cause". "Cause" shall mean, in the good faith determination of the Company's Board of Directors, the Optionee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. No act, or failure to act, on the Optionee's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company or its subsidiaries.