Common use of Termination of Business Relationship Clause in Contracts

Termination of Business Relationship. (a) If the Optionee’s Business Relationship (as defined below) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as follows: (i) If the Optionee’s Business Relationship is terminated by reason of the Optionee’s death or disability (as determined by the Company) or, if the Optionee dies or becomes disabled within the three-month period following the date the Optionee’s Business Relationship terminates for any other reason, any portion of this Stock Option outstanding on the date of termination, may be exercised, to the extent exercisable on such date, for a period of twelve months from the date of death or disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (ii) If the Optionee’s Business Relationship is terminated for any reason other than death or disability, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (iii) Notwithstanding the foregoing, if the Optionee, prior to the termination date of this Stock Option, (i) violates any provision of any employment agreement or any confidentiality or other agreement between the Optionee and the Company, (ii) commits any felony or any crime involving moral turpitude under the laws of the United States or any state thereof, (iii) attempts to commit, or participate in, a fraud or act of dishonesty against the Company, or (iv) commits gross misconduct, the right to exercise this Stock Option shall terminate immediately upon written notice to the Optionee from the Company describing such violation or act. The Company’s determination of the reason for termination of the Optionee’s Business Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. Notwithstanding the foregoing, under certain circumstances set forth in the Employment Agreement dated as of [ ] by and between the Company and the Optionee (the “Employment Agreement”), and subject to compliance by the Optionee with the requirements of the Employment Agreement related to such circumstances, the vesting of the unvested portion of this Stock Option may be accelerated as provided in and subject to the terms of the Employment Agreement. (b) For purposes hereof, “Business Relationship” means service to the Company or any of its Subsidiaries, or its or their successors, in the capacity of an employee, officer, director, consultant or advisor. For purposes hereof, a Business Relationship shall not be considered as having terminated during any military leave, sick leave, or other leave of absence if approved in writing by the Company and if such written approval, or applicable law, contractually obligates the Company to continue the Business Relationship of the Optionee after the approved period of absence (an “Approved Leave of Absence”). For purposes hereof, a Business Relationship shall include a consulting arrangement between the Optionee and the Company that immediately follows termination of employment, but only if so stated in a written consulting agreement executed by the Company.

Termination of Business Relationship. (a) If the Optionee’s Optionee ceases to maintain a Business Relationship (as defined below) is terminatedwith the Company, the period within which to exercise the Stock Option may be subject to earlier termination as follows: (i) If the Optionee’s Optionee ceases to maintain a Business Relationship is terminated with the Company by reason of the Optionee’s death or disability (as determined by the Company) or, if the Optionee dies or becomes disabled within the three-month period following the date the Optionee’s Optionee ceases to maintain a Business Relationship terminates for any other reasonwith the Company, any portion of this Stock Option outstanding on the date of terminationthe Optionee ceases to maintain a Business Relationship with the Company, may be exercised, to the extent exercisable on such date, for a period of twelve months three years from the date of death or disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Optionee ceases to maintain a Business Relationship is terminated with the Company shall terminate immediately and be of no further force or effect. (ii) If the Optionee’s Optionee ceases to maintain a Business Relationship is terminated with the Company for any reason other than death or disability, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of terminationsuch date, for a period of three months years from the date of termination the Optionee ceased to maintain a Business Relationship with the Company or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Optionee ceases to maintain a Business Relationship is terminated with the Company shall terminate immediately and be of no further force or effect. (iii) Notwithstanding the foregoing, if the Optionee, prior to the termination date of this Stock Option, (i) violates any provision of any employment agreement or any confidentiality confidentiality, consulting or other agreement between the Optionee and the Company, (ii) commits any felony or any crime involving moral turpitude under the laws of the United States or any state thereof, (iii) attempts to commit, or participate in, a fraud or act of dishonesty against the Company, or (iv) commits gross misconduct, the right to exercise this Stock Option shall terminate immediately upon written notice to the Optionee from the Company describing such violation or act. The Company’s determination of the reason for termination of the Optionee’s Business Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. Notwithstanding the foregoing, under certain circumstances set forth in the Employment Agreement dated as of [ ] by and between the Company and the Optionee (the “Employment Agreement”), and subject to compliance by the Optionee with the requirements of the Employment Agreement related to such circumstances, the vesting of the unvested portion of this Stock Option may be accelerated as provided in and subject to the terms of the Employment Agreement. (b) For purposes hereof, “Business Relationship” means service to the Company or any of its Subsidiaries, or its or their successors, in the capacity of an employee, officer, director, consultant or advisor. For purposes hereof, a Business Relationship shall not be considered as having terminated during any military leave, sick leave, or other leave of absence if approved in writing by the Company and if such written approval, or applicable law, contractually obligates the Company to continue the Business Relationship of the Optionee after the approved period of absence (an “Approved Leave of Absence”). For purposes hereof, a Business Relationship shall include a consulting arrangement between the Optionee and the Company that immediately follows termination of employment, but only if so stated in a written consulting agreement executed by the Company.

Termination of Business Relationship. (a) If the Optionee’s Business Relationship (as defined below) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as follows: (i) If the Optionee’s Business Relationship is terminated by reason of the Optionee’s death or disability (as determined by the Company) or, if the Optionee dies or becomes disabled within the three-month period following the date the Optionee’s Business Relationship terminates for any other reason, any portion of this Stock Option outstanding on the date of termination, may be exercised, to the extent exercisable on such date, for a period of twelve months from the date of death or disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (ii) If the Optionee’s Business Relationship is terminated for any reason other than death or disability, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (iii) Notwithstanding the foregoing, if the Optionee, prior to the termination date of this Stock Option, (i) violates any provision of any employment agreement or any confidentiality or other agreement between the Optionee and the Company, (ii) commits any felony or any crime involving moral turpitude under the laws of the United States or any state thereof, (iii) attempts to commit, or participate in, a fraud or act of dishonesty against the Company, or (iv) commits gross misconduct, the right to exercise this Stock Option shall terminate immediately upon written notice to the Optionee from the Company describing such violation or act. The Company’s determination of the reason for termination of the Optionee’s Business Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. Notwithstanding the foregoing, under certain circumstances set forth in the Employment Agreement dated as of [ ] , 2013 by and between the Company and the Optionee (the “Employment Agreement”), and subject to compliance by the Optionee with the requirements of the Employment Agreement related to such circumstances, the vesting of the unvested portion of this Stock Option may be accelerated as provided in and subject to the terms of the Employment Agreement. (b) For purposes hereof, “Business Relationship” means service to the Company or any of its Subsidiaries, or its or their successors, in the capacity of an employee, officer, director, consultant or advisor. For purposes hereof, a Business Relationship shall not be considered as having terminated during any military leave, sick leave, or other leave of absence if approved in writing by the Company and if such written approval, or applicable law, contractually obligates the Company to continue the Business Relationship of the Optionee after the approved period of absence (an “Approved Leave of Absence”). In the event of an Approved Leave of Absence, vesting of this Stock Option shall be suspended (and all subsequent vesting dates shall be postponed by the length of the period of the Approved Leave of Absence) unless otherwise provided in the Company’s written approval of the leave of absence. For purposes hereof, a Business Relationship shall include a consulting arrangement between the Optionee and the Company that immediately follows termination of employment, but only if so stated in a written consulting agreement executed by the Company.

Termination of Business Relationship. (a) If the Optionee’s Business Relationship (as defined below) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as follows: (i) If the Optionee’s Business Relationship is terminated by reason of the Optionee’s death or disability (as determined by the Company) or, if the Optionee dies or becomes disabled within the three-month period following the date the Optionee’s Business Relationship terminates for any other reason, any portion of this Stock Option outstanding on the date of termination, may be exercised, to the extent exercisable on such date, for a period of twelve months from the date of death or disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (ii) If the Optionee’s Business Relationship is terminated for any reason other than death or disability, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (iii) Notwithstanding the foregoing, if the Optionee, prior to the termination date of this Stock Option, (i) violates any provision of any employment agreement or any confidentiality or other agreement between the Optionee and the Company, (ii) commits any felony or any crime involving moral turpitude under the laws of the United States or any state thereof, (iii) attempts to commit, or participate in, a fraud or act of dishonesty against the Company, or (iv) commits gross misconduct, the right to exercise this Stock Option shall terminate immediately upon written notice to the Optionee from the Company describing such violation or act. The Company’s determination of the reason for termination of the Optionee’s Business Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. Notwithstanding the foregoing, under certain circumstances set forth in the Employment Agreement dated as of [ ] ___________ by and between the Company and the Optionee (the “Employment Agreement”), and subject to compliance by the Optionee with the requirements of the Employment Agreement related to such circumstances, the vesting of the unvested portion of this Stock Option may be accelerated as provided in and subject to the terms of the Employment Agreement. (b) For purposes hereof, “Business Relationship” means service to the Company or any of its Subsidiaries, or its or their successors, in the capacity of an employee, officer, director, consultant or advisor. For purposes hereof, a Business Relationship shall not be considered as having terminated during any military leave, sick leave, or other leave of absence if approved in writing by the Company and if such written approval, or applicable law, contractually obligates the Company to continue the Business Relationship of the Optionee after the approved period of absence (an “Approved Leave of Absence”). For purposes hereof, a Business Relationship shall include a consulting arrangement between the Optionee and the Company that immediately follows termination of employment, but only if so stated in a written consulting agreement executed by the Company.

Termination of Business Relationship. (a) If the Optionee’s Business Relationship (as defined below) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as follows: (i) If the Optionee’s Business Relationship is terminated by reason of the Optionee’s death or disability (as determined by the Company) or, if the Optionee dies or becomes disabled within the three-month period following the date the Optionee’s Business Relationship terminates for any other reason, any portion of this Stock Option outstanding on the date of termination, may be exercised, to the extent exercisable on such date, for a period of twelve months from the date of death or disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (ii) If the Optionee’s Business Relationship is terminated for any reason other than death or disability, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (iii) Notwithstanding the foregoing, if the Optionee, prior to the termination date of this Stock Option, (i) violates any provision of any employment agreement or any confidentiality or other agreement between the Optionee and the Company, (ii) commits any felony or any crime involving moral turpitude under the laws of the United States or any state thereof, (iii) attempts to commit, or participate in, a fraud or act of dishonesty against the Company, or (iv) commits gross misconduct, the right to exercise this Stock Option shall terminate immediately upon written notice to the Optionee from the Company describing such violation or act. The Company’s determination of the reason for termination of the Optionee’s Business Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. Notwithstanding the foregoing, under certain circumstances set forth in the Employment Agreement dated as of [ ] by and between the Company and the Optionee (the “Employment Agreement”), and subject to compliance by the Optionee with the requirements of the Employment Agreement related to such circumstances, the vesting of the unvested portion of this Stock Option may be accelerated as provided in and subject to the terms of the Employment Agreement. (b) For purposes hereof, “Business Relationship” means service to the Company or any of its Subsidiaries, or its or their successors, in the capacity of an employee, officer, director, consultant or advisor. For purposes hereof, a Business Relationship shall not be considered as having terminated during any military leave, sick leave, or other leave of absence if approved in writing by the Company and if such written approval, or applicable law, contractually obligates the Company to continue the Business Relationship of the Optionee after the approved period of absence (an “Approved Leave of Absence”). For purposes hereof, a Business Relationship shall include a consulting arrangement between the Optionee and the Company that immediately follows termination of employment, but only if so stated in a written consulting agreement executed by the Company.

Termination of Business Relationship. (a) If the Optionee’s Business Relationship (as defined below) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as follows: (i) If the Optionee’s Business Relationship is terminated by reason of the Optionee’s death or disability (as determined by the Company) or, if the Optionee dies or becomes disabled within the three-month period following the date the Optionee’s Business Relationship terminates for any other reason, any portion of this Stock Option outstanding on the date of termination, may be exercised, to the extent exercisable on such date, for a period of twelve months from the date of death or disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (ii) If the Optionee’s Business Relationship is terminated for any reason other than death or disability, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (iii) Notwithstanding the foregoing, if the Optionee, prior to the termination date of this Stock Option, (i) violates any provision of any employment agreement or any confidentiality or other agreement between the Optionee and the Company, (ii) commits any felony or any crime involving moral turpitude under the laws of the United States or any state thereof, (iii) attempts to commit, or participate in, a fraud or act of dishonesty against the Company, or (iv) commits gross misconduct, the right to exercise this Stock Option shall terminate immediately upon written notice to the Optionee from the Company describing such violation or act. The Company’s determination of the reason for termination of the Optionee’s Business Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. Notwithstanding the foregoing, under certain circumstances set forth in the Employment Agreement dated as of [ ] , 2013 by and between the Company and the Optionee Grantee (the “Employment Agreement”), and subject to compliance by the Optionee Grantee with the requirements of the Employment Agreement related to such circumstances, the vesting of the unvested portion of this Restricted Stock Option Units may be accelerated as provided in and subject to the terms of the Employment Agreement. (b) For purposes hereof, “Business Relationship” means service to the Company or any of its Subsidiaries, or its or their successors, in the capacity of an employee, officer, director, consultant or advisor. For purposes hereof, a Business Relationship shall not be considered as having terminated during any military leave, sick leave, or other leave of absence if approved in writing by the Company and if such written approval, or applicable law, contractually obligates the Company to continue the Business Relationship of the Optionee after the approved period of absence (an “Approved Leave of Absence”). In the event of an Approved Leave of Absence, vesting of this Stock Option shall be suspended (and all subsequent vesting dates shall be postponed by the length of the period of the Approved Leave of Absence) unless otherwise provided in the Company’s written approval of the leave of absence. For purposes hereof, a Business Relationship shall include a consulting arrangement between the Optionee and the Company that immediately follows termination of employment, but only if so stated in a written consulting agreement executed by the Company.

Termination of Business Relationship. (a) If the Optionee’s Business Relationship (as defined below) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as follows: (i) If the Optionee’s Business Relationship is terminated by reason of the Optionee’s death or disability (as determined by the Company) or, if the Optionee dies or becomes disabled within the three-month period following the date the Optionee’s Business Relationship terminates for any other reason, any portion of this Stock Option outstanding on the date of termination, may be exercised, to the extent exercisable on such date, for a period of twelve months from the date of death or disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (ii) If the Optionee’s Business Relationship is terminated for any reason other than death or disability, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee’s Business Relationship is terminated shall terminate immediately and be of no further force or effect. (iii) Notwithstanding the foregoing, if the Optionee, prior to the termination date of this Stock Option, (i) violates any provision of any employment agreement or any confidentiality or other agreement between the Optionee and the Company, (ii) commits any felony or any crime involving moral turpitude under the laws of the United States or any state thereof, (iii) attempts to commit, or participate in, a fraud or act of dishonesty against the Company, or (iv) commits gross misconduct, the right to exercise this Stock Option shall terminate immediately upon written notice to the Optionee from the Company describing such violation or act. The Company’s determination of the reason for termination of the Optionee’s Business Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. Notwithstanding the foregoing, under certain circumstances set forth in the Employment Agreement dated as of [ ] by and between the Company and the Optionee (the “Employment Agreement”), and subject to compliance by the Optionee with the requirements of the Employment Agreement related to such circumstances, the vesting of the unvested portion of this Stock Option may be accelerated as provided in and subject to the terms of the Employment Agreement. (b) . For purposes hereof, “Business Relationship” means service to the Company or any of its Subsidiaries, or its or their successors, in the capacity of an employee, officer, director, consultant or advisor. For purposes hereof, a Business Relationship shall not be considered as having terminated during any military leave, sick leave, or other leave of absence if approved in writing by the Company and if such written approval, or applicable law, contractually obligates the Company to continue the Business Relationship of the Optionee after the approved period of absence (an “Approved Leave of Absence”). For purposes hereof, a Business Relationship shall include a consulting arrangement between the Optionee and the Company that immediately follows termination of employment, but only if so stated in a written consulting agreement executed by the Company.