Termination of Affiliation. (a) Subject to the following provisions of this Section 7 and Article VI of the Plan, this Option may not be exercised unless at the time of exercise the Optionee is an Employee of the Company or a Subsidiary.
(b) If the Optionee's position as an Employee of the Company or a Subsidiary shall terminate for any reason other than death, the Optionee may exercise this Option, to the same extent it was exercisable on the date of such termination, during the 60-day period following the date of such termination. In no event may the Optionee exercise this Option later than the date on which the Option would have expired under Section 6 hereof.
(c) If the Optionee's position as an Employee of the Company or a Subsidiary shall terminate by reason of the Optionee's death, the executor or administrator of the Optionee's estate or the person to whom this Option is transferred by will or the laws of descent or distribution may exercise this Option with respect to any or all shares covered by this Option within 60 days after the date of the Optionee's death.
Termination of Affiliation. If Optionee is an employee, director or consultant of the Company or an Affiliate and ceases to be affiliated with the Company or an Affiliate for any reason other than death, Special Retirement, Permanent Disability or Cause, Optionee may exercise this Option within the ninety (90) day period following such cessation of affiliation, but only to the extent that this Option was exercisable at the date of such cessation of affiliation and Optionee’s rights to exercise the Option have not been suspended as of the date of such cessation of affiliation. This Option shall terminate on the earlier to occur of the expiration of such ninety (90) day period or the Expiration Date.
Termination of Affiliation. Except as the Committee may otherwise expressly provide, or as may otherwise be expressly provided in any agreement between the Company and the Grantee, if the Grantee has a Termination of Affiliation with the Company and all of its Affiliates, the period within which the Grantee may exercise this Option may be subject to earlier termination as set forth below:
Termination of Affiliation a. In the event that any member of the CHEMCO Group ceases to be included in the ISP Group ("Former Member"), the Parent and the Former Member shall furnish each other with information required to prepare (i) the consolidated federal income tax return of the ISP Group for the last taxable year in which the Former Member had been included in the ISP Group and (ii) the federal income tax returns for all taxable years thereafter of the Former Member (and its predecessors and subsidiaries) and the Parent, respectively, in which the tax liability of either may be affected by their former affiliation (including, for example, the apportionment of any consolidated net operating or capital loss or investment or foreign tax credit carryover to the Former Member). The Former Member shall not, without the prior written consent of the Parent (which may be withheld by Parent in its sole discretion), file an application for a carryback adjustment of the tax, for a taxable year in which the Former Member was included in the ISP Group and a consolidated federal income tax return was filed, by reason of a net operating loss deduction. The Former Member may file an application for a carryback adjustment of the tax for a taxable year in which the Former Member was included in the ISP Group and a consolidated federal income tax return was filed by reason of a capital loss or tax credit carryback and shall be entitled to that portion of the actual refund that is attributable to the Former Member under the consolidated return regulations; provided, however, that the Former Member shall not be entitled to any portion of such refund to the extent the items giving rise to such carryback have been previously utilized to reduce the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income) or gave rise to an CHEMCO Group Tax Refund.
b. The Parent and its subsidiaries and the Former Member shall also furnish each other with all information in their hands as may be reasonably requested by the other and relates to a taxable year in which the Former Member had been included in the ISP Group.
c. If the Former Member has a carryforward of a deduction, loss or credit to a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Group which has reduced the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income) or gave rise to an CHEMC...
Termination of Affiliation. If Optionee ceases to be affiliated with the Company or an Affiliate for any reason other than death, Special Retirement, Permanent Disability or Cause, Optionee may exercise this Option within the ninety (90) day period following such cessation of affiliation, but only to the extent that this Option was exercisable at the date of such cessation of affiliation and Optionee’s rights to exercise the Option have not been suspended as of the date of such cessation of affiliation. This Option shall terminate on the earlier to occur of the expiration of such ninety (90) day period or the Expiration Date.
Termination of Affiliation. (a) The parties recognize that at some future date a Member may cease to be included in the Group, but continue to be a corporation subject to federal income tax ("Former Member"). In such event, Newco and Former Member shall consult and furnish each other with information required to prepare accurately the consolidated federal income tax return of the Group for the last taxable year in which the Former Member was included in the Group, and the federal income tax returns for all taxable years thereafter of the Former Member and the Newco, respectively, in which the tax liability of either may be affected by their former affiliation (including, for example, the apportionment of any consolidated net operating loss, capital loss, or investment or foreign tax credit carryover to the Former Member). In addition, the Former Member shall furnish Newco with information and assistance required to apply for and obtain the benefit of any carryback of a net operating loss, capital loss or any investment, foreign tax or other credit of the Former Member to a taxable year in which the Former Member was included in the Group and a consolidated federal income tax return was filed.
(b) Newco and Former Member shall consult and furnish each other with information concerning the status of any tax audit or tax refund claim relating to a taxable year in which the Former Member was included in the Group and a consolidated federal income tax return was filed.
(c) Any payments which would have been required under paragraph 3, 4, 5 or 6 to or by a Former Member, if the Former Member were still a Member, and with respect to any taxable year in which the Former Member was a Member, shall be so made in accordance with principles analogous to those set forth in such paragraphs and at the times set forth therein.
Termination of Affiliation. (a) Subject to the following provisions of this Section 7 and Article VI of the Plan, this Option may not be exercised unless at the time of exercise the Optionee is an Employee of the Company or a Subsidiary.
Termination of Affiliation. (a) Except as otherwise provided herein, in the event that the Grantee has a Termination of Affiliation, any unvested portion of the DIP Award and the Grantee’s rights hereunder shall be terminated, cancelled and forfeited effective immediately upon such Termination of Affiliation.
(b) Notwithstanding the provisions of Sections 2 and 3(a) above, if the Grantee has a Termination of Affiliation due to death, then the DIP Award shall vest based on achievement of the Performance Criteria measured as of the last trading date prior to the Termination of Affiliation (determined using the average closing stock price for the shares of the Company’s common stock for the ninety (90) trading day period immediately preceding the Termination of Affiliation).
(c) Notwithstanding the provisions of Sections 2 and 3(a) above, if the Grantee has a Termination of Affiliation due to Disability or due to a termination by the Company without Cause, then any unvested portion of the Grantee’s DIP Award shall remain outstanding and shall remain eligible to vest in accordance with its terms and shall be settled in accordance with the schedule set forth in Section 2 above notwithstanding the Grantee’s Termination of Affiliation; provided that, the level of achievement of the Performance Criteria shall be measured as of the last trading date prior to the Termination of Affiliation (determined using the average closing stock price for the shares of the Company’s common stock for the ninety (90) trading day period immediately preceding the Termination of Affiliation). “Disability” shall have the meaning set forth in the Company’s long-term disability benefit plan, requiring medical certification for a determinable physical or mental impairment expected to result in death or expected to last for a continuous period of not less than twelve (12) months.
Termination of Affiliation a. Except as otherwise provided herein, in the event that the Grantee has a Termination of Affiliation, any unvested portion of the DIP Fund Award and the Grantee’s rights hereunder shall be terminated, cancelled and forfeited effective immediately upon such Termination of Affiliation.
b. Notwithstanding the provisions of Sections 2 and 3(a) above, if the Grantee has a Termination of Affiliation due to (a) death, then the DIP Fund Award shall become fully vested and no longer subject to restriction upon such Termination of Affiliation; or (b) Disability, then any unvested portion of the Grantee’s DIP Fund Award shall remain outstanding and shall continue to vest in accordance with its terms. “Disability” shall have the meaning set forth in the Company’s long-term disability benefit plan, requiring medical certification for a determinable physical or mental impairment expected to result in death or expected to last for a continuous period of not less than twelve (12) months.
Termination of Affiliation. (a) Subject to the following provisions of this Section 6 and Article VI of the Plan, this Option may not be exercised unless at the time of exercise the Optionee is an Employee of the Company or a Subsidiary.
(b) If the Optionee's position as an Employee of the Company or a Subsidiary shall terminate for any reason other than death, and other than Termination by Employer With Notice without cause as set forth in Section 6(d) of that certain Employment Agreement entered into between Optionee and a Subsidiary of the Company as of May 29, 1998 (the "Employment Agreement"), the Optionee may exercise this Option, to the same extent it was exercisable on the date of such termination, during the 60-day period following the effective date of such termination. In no event may the Optionee exercise this Option later than the date on which the Option would have expired under Section 5 hereof.
(c) If the Optionee's position as an Employee of the Company or a Subsidiary shall terminate by reason of Termination by Employer With Notice without cause as set forth in Section 6(d) of the Employment Agreement, the options set forth in Section 17 of this Agreement shall continue to vest as set forth in Section 4 of this Agreement, and Optionee may exercise this Option for the duration of the initial term of the Employment Agreement as set forth in Section 8 of the Employment Agreement, as if the Employee's employment not been terminated until the last day of the initial term set forth in Section 8 of the Employment Agreement. In no event may the Optionee exercise this Option later than the date on which the Option would have expired under Section 5 hereof.
(d) If the Optionee's position as an Employee of the Company or a Subsidiary shall terminate by reason of the Optionee's death, the executor or administrator of the Optionee's estate or the person to whom this Option is transferred by will or the laws of descent or distribution may exercise this Option with respect to any or all shares covered by this Option within 60 days after the date of the Optionee's death. In no event may the Optionee or her estate exercise this Option later than the date on which the Option would have expired under Section 5 hereof.
