Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). (ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.
Appears in 7 contracts
Samples: Amendment to Agreements (Hexcel Corp /De/), Employee Option Agreement (Hexcel Corp /De/), Amendment to Agreements (Hexcel Corp /De/)
Termination of Employment; Change in Control. (ia) For purposes of this Section 4, the grant hereunderterms Cause, any transfer Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant’s employment agreement with the Company, dated as of the date hereof, as amended or restated from time to time; provided, however, if the Participant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term.
(b) If the Participant’s employment with the Company is terminated by the Optionee among Company for Cause or by the Corporation and Participant Without Good Reason, the Subsidiaries Participant shall not be considered forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, as of the date of termination of employment. Except as set forth below in this Section 4(c)(i), if .
(c) If the Optionee's Participant’s employment with the Corporation shall terminate Company is terminated by the Company Without Cause, or is terminated by the Participant for any reasonGood Reason, (ai)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before July 8, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant’s employment with the Company is terminated due to the Participant’s death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the Option product of (x) a fraction the numerator of which is the number of completed whole months elapsed from July 9, 2007 to the extent then vested) date of death or Disability, as the case may be exercised at any time within ninety (90) days after such termination whichever is sooner), and the denominator of which thirty-six (but not beyond the Term of the Option36) and (by) the Option2,500 or (ii) 1,250 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the extent not Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then vestedremaining unvested shall be forfeited. If the Participant’s employment with the Company is terminated by Participant’s death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant’s termination for death or Disability, 1,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately expire upon such terminationdistributed to the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated a Change in Control has occurred prior to such termination for Cause (as defined in the last Section hereof)death or Disability, the OptionParticipant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, whether or not then vested, as applicable) shall be automatically terminated as of entitled to receive the Change in Control Amount, if any, upon the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(iie) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (as defined the “Change in Control Amount”). The Change in Control Amount shall be distributed to the last Section hereof), Participant on or promptly following the Option shall immediately become fully vested and exercisableChange in Control Date.
Appears in 6 contracts
Samples: Restricted Stock Unit Agreement (Avatar Holdings Inc), Restricted Stock Unit Agreement (Avatar Holdings Inc), Restricted Stock Unit Agreement (Avatar Holdings Inc)
Termination of Employment; Change in Control. (ia) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i)4, the terms Cause, Without Cause, Good Reason, Without Good Reason and Disability shall have the meanings ascribed to such terms in the Participant's amended and restated employment agreement with Avatar Properties Inc., dated as of the date hereof, as amended or restated from time to time; provided, however, if the OptioneeParticipant is no longer employed pursuant to such employment agreement, each such term shall have the meaning ascribed to it in the employment agreement last in effect which contains such defined term.
(b) If the Participant's employment with the Corporation Company is terminated by the Company for Cause or by the Participant Without Good Reason, the Participant shall terminate forfeit all Units granted to the Participant pursuant to Section 2(a) hereof (or, in the event a Change in Control has occurred, the Change in Control Amount), if any, as of the date of termination of employment.
(c) If the Participant's employment with the Company is terminated by the Company Without Cause, or is terminated by the Participant for any reasonGood Reason, (ai)(A) all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant, and (B) any additional Units that satisfy the Hurdle Price Condition on or before December 31, 2010, if any, shall vest on the date the Hurdle Price Condition is satisfied, be converted into shares of Common Stock and be immediately distributed to the Participant, or, (ii) in the event a Change in Control has occurred, the Participant shall be entitled to receive the Change in Control Amount, if any, upon the date of termination of employment.
(d) If the Participant's employment with the Company is terminated due to the Participant's death or Disability, the number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the Option product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2005 to the extent then vested) date of death or Disability, as the case may be exercised at any time within ninety (90) days after such termination whichever is sooner), and the denominator of which seventy-two (but not beyond the Term of the Option72) and (by) the Option25,000 or (ii) 12,500 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the extent not Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then vestedremaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or Disability prior to the Grant Date and the Hurdle Price Condition is satisfied on or before the first Anniversary of Participant's termination for death or Disability, 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately expire upon such terminationdistributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated a Change in Control has occurred prior to such termination for Cause (as defined in the last Section hereof)death or Disability, the OptionParticipant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, whether or not then vested, as applicable) shall be automatically terminated as of entitled to receive the Change in Control Amount, if any, upon the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(iie) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall be converted into shares of Common Stock immediately prior to the consummation of the Change in Control and, upon consummation of the Change in Control, shall be converted into such amount of cash, securities or other property (or any combination thereof) received by the stockholders of the Company in connection with the Change in Control (as defined the "Change in Control Amount"). The Change in Control Amount shall be distributed to the last Section hereof), Participant on or promptly following the Option shall immediately become fully vested and exercisableChange in Control Date.
Appears in 6 contracts
Samples: Restricted Stock Unit Agreement (Avatar Holdings Inc), Restricted Stock Unit Agreement (Avatar Holdings Inc), Restricted Stock Unit Agreement (Avatar Holdings Inc)
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among within the Corporation and the Subsidiaries Hexcel Group shall not be considered a termination of employment by the applicable member of the Hexcel Group.
(x) If the Optionee’s employment with a member of the Hexcel Group is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisable, shall be automatically terminated as of the date of such termination of employment. Except as set forth below in this Subject to Section 4(c)(i5(c)(ii), if the Optionee's ’s employment with a member of the Corporation Hexcel Group shall terminate for any reasonother than by reason of Retirement (as defined in the last Section hereof), Disability (a) as defined in the last Section hereof), death or Cause, the Option (to the extent then vestedvested and exercisable) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the ). The Option, to the extent not then vestedvested and exercisable, shall immediately expire upon such termination. Notwithstanding .
(y) If, while employed by a member of the foregoingHexcel Group, (a) if the Optionee's employment with the Corporation Optionee dies or is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as by a member of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof)Hexcel Group following Disability, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for three years one year from the date of such termination of employment (but not beyond the Term on account of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or following Disability (but not beyond the Term of the Option).
(iiz) If Subject to Section 5(c)(ii), if the Optionee's ’s employment with a member of the Hexcel Group terminates by reason of death, Disability, Retirement, (A) the termination Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall (I) become fully and immediately vested and exercisable. In exercisable and (II) remain exercisable for the event remainder of a Change in Control the five-year period from the date of Retirement (as defined in but not beyond the last Section hereofTerm of the Option), the Option shall immediately become fully vested and exercisable.
Appears in 5 contracts
Samples: Employee Option Agreement (Hexcel Corp /De/), Employee Option Agreement (Hexcel Corp /De/), Employee Option Agreement (Hexcel Corp /De/)
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, employment and (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled is disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year 365 days after the Optionee's death or Disability disability (but not beyond the Term of the Option).
(ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.
Appears in 3 contracts
Samples: Amendment to Agreements (Hexcel Corp /De/), Amendment to Agreements (Hexcel Corp /De/), Amendment to Agreements (Hexcel Corp /De/)
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation Company and the its Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if If the Optionee's ’s employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's ’s employment terminates with the Company shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation Company or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option may be exercised at any time within shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year after from the Optionee's date of death or Disability (but not beyond the Term of the Option). If the Optionee’s employment terminates by reason of Retirement, (A) the Option shall, if not fully vested at the time of such termination, continue to vest in accordance with Section 4(b) above, and (B) the Option shall expire upon the earlier to occur of the three year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the three year period immediately following the Retirement of the Optionee, the Options shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the three-year period from the date of Retirement (but not beyond the Term of the Option).
(ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 4(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of two years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee’s employment for Good Reason (as defined in the last Section hereof).
Appears in 3 contracts
Samples: Employee Option Agreement (Hexcel Corp /De/), Employee Option Agreement (Hexcel Corp /De/), Employee Option Agreement (Hexcel Corp /De/)
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the its Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's employment terminates with the Corporation shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(ii) . The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall (A) become fully and immediately vested and exercisable. exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).
(ii) In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 4(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee's employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee's employment for Good Reason (as defined in the last Section hereof).
Appears in 3 contracts
Samples: Employee Option Agreement (Hexcel Corp /De/), Employee Option Agreement (Hexcel Corp /De/), Employee Option Agreement (Hexcel Corp /De/)
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's employment terminates with the Corporation shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(ii) . The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall (A) become fully and immediately vested and exercisable. exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).
(ii) In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 4(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee's employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee's employment for Good Reason (as defined in the last Section hereof).
Appears in 3 contracts
Samples: Employee Option Agreement (Hexcel Corp /De/), Employee Option Agreement (Hexcel Corp /De/), Reload Option Agreement (Hexcel Corp /De/)
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation Company and the its Subsidiaries shall not be considered a termination of employment. Except as set forth below Any change in this employment that does not constitute a “separation from service” within the meaning of Section 4(c)(i), if 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. If the Optionee's ’s employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's ’s employment terminates with the Company shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation Company or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option may be exercised at any time within shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year after from the Optionee's date of death or Disability (but not beyond the Term of the Option). If the Optionee’s employment terminates by reason of Retirement, (A) the Option shall, if not fully vested at the time of such termination, continue to vest in accordance with Section 4(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee, the Options shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option).
(ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 4(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of two years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee’s employment for Good Reason (as defined in the last Section hereof).
Appears in 2 contracts
Samples: Employee Option Agreement (Hexcel Corp /De/), Employee Option Agreement (Hexcel Corp /De/)
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation Company and any of its Subsidiaries or any other change in employment that does not constitute a “separation from service” within the Subsidiaries meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision), shall not be considered a termination of employment by the Company or a Subsidiary. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if If the Optionee's ’s employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation Company or a Subsidiary is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), (b) if the Optionee's ’s employment terminates with the Company or a Subsidiary shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Company or Subsidiary or (B) within 90 days after the termination of his or her employment with the Company or a Subsidiary other than for Cause or Retirement, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year from the date of death or Disability (but not beyond the Term of the Option). Subject to Section 5(c)(ii), if the Optionee’s employment with the Company or a Subsidiary terminates by reason of Retirement, (A) the Option shall, if not fully vested at the time of such termination, continue to vest in accordance with Section 5(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee, the Options shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option).
(ii) In the event of a Change in Control (as defined in the last Section hereof), provided the Optionee has been continuously employed by the Company and its Subsidiaries from the Grant Date through the date of such Change in Control or has terminated employment prior to the date of such Change in Control due to Retirement, the Option shall immediately become fully vested and exercisable and the post-termination periods of exercisability set forth in Section 5(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for three a period of two years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled ), if, within two years after a Change in Control, (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(ii) If the Optionee's ’s employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment is terminated by the Company other than for by reason of Retirement, Cause, Disability or death or (B) the termination of Optionee terminates the Optionee's ’s employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control Reason (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.
Appears in 1 contract
Termination of Employment; Change in Control. Notwithstanding the vesting provisions set forth in Section 2 of this Agreement,
a. in the event of (i) For purposes of the grant hereunder, any transfer a voluntary termination of employment by the Optionee among Participant as the Corporation and Chief Executive Officer of the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), Company or (ii) if the Optionee's Participant’s employment with as the Corporation shall terminate Chief Executive Officer of the Company is terminated by the Company for any reason, except as set forth in Section 5(c)-(b) of this Agreement, then all unvested portions of the SAR shall automatically be forfeited by the Participant and cancelled by the Company without payment of any consideration. Any vested portion of the SAR shall remain exercisable until the earlier of (aA) the Option (to the extent then vested) may be exercised at any time within ninety (90) 30 days after following such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation Company or (B) the Expiration Date.
b. in the event the Participant’s employment as the Chief Executive Officer of the Company is terminated by the Company for Cause (as defined in the last Section hereofPlan), the Optionthis SAR, whether or not then vestedvested and to the extent not therefore exercised, shall automatically be automatically terminated as of forfeited by the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment Participant and cancelled by the Company other than for Cause, or without payment of any consideration.
c. in the termination event that the Participant ceases to be the Chief Executive Officer of the Optionee's employment by the Optionee for Good Reason Company due to death or Disability (as defined in the last Section hereofPlan), then the Option shall remain exercisable for three years from portion of the SAR that would have vested within the twelve (12) months following the date of such termination of employment (but not beyond the Term shall become immediately vested and exercisable, and all vested and unexercised portions of the Option) and (c) if SAR shall remain exercisable until the Optionee dies or becomes Disabled earlier of (A) while employed by twelve (12) months after the Corporation date of such death or Disability or (B) within 90 days after the Expiration Date. All unvested portions of the SAR that do not vest in connection with such termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), shall automatically be forfeited by the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment Participant and cancelled by the Company other than for Causewithout payment of any consideration. During the period after death, the SAR may, to the extent vested and unexercised, be exercised by the person or persons to whom the termination Participant’s rights under the SAR granted hereby shall pass by any reason of the Optionee's employment death of the Participant, whether by will or by the Optionee for Good Reason, the Option shall become fully applicable laws of descent and immediately vested and exercisable. In distribution.
d. in the event of a Change in Control (as defined in the last Section hereof)Plan) while the Participant is employed as the Chief Executive Officer of the Company, the Option following treatment shall immediately become fully vested and exercisable.apply:
Appears in 1 contract
Samples: Stock Appreciation Right Agreement (Argo Group International Holdings, Ltd.)
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's employment terminates with the Corporation shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(ii) . The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall (A) become fully and immediately vested and exercisable. exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).
(ii) In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 4(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of three years from the date of such termination of employment, if, within two years after a Change in Control,
(A) the Optionee's employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee's employment for Good Reason (as defined in the last Section hereof).
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation Company and the its Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if If the Optionee's ’s employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's ’s employment terminates with the Company shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation Company or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's ’s death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee’s employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).
(ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 4(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee’s employment for Good Reason (as defined in the last Section hereof).
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation Company and the its Subsidiaries shall not be considered a termination of employment. Except as set forth below Any change in this employment that does not constitute a “separation from service” within the meaning of Section 4(c)(i), if 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. If the Optionee's ’s employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's ’s employment terminates with the Company shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation Company or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option may be exercised at any time within shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year after from the Optionee's date of death or Disability (but not beyond the Term of the Option). If the Optionee’s employment terminates by reason of Retirement, (A) the Option shall, if not fully vested at the time of such termination, continue to vest in accordance with Section 5(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee, the Options shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option).
(ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 5(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of two years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee’s employment for Good Reason (as defined in the last Section hereof).
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's employment terminates with the Corporation shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(ii) . The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall (A) become fully and immediately vested and exercisable. exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).
(ii) In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.exercisable and the post-termination periods of exercisability set forth in Section 4(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee's employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee's employment for Good Reason (as defined in the last Section hereof). 143
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation Company and the its Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if If the Optionee's ’s employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's ’s employment terminates with the Company shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation Company or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option may be exercised at any time within shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year after from the Optionee's date of death or Disability (but not beyond the Term of the Option). If the Optionee’s employment terminates by reason of Retirement, (A) the Option shall, if not fully vested at the time of such termination, continue to vest in accordance with Section 4(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee, the Options shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option).
(ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 4(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of two years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee’s employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee’s employment for Good Reason (as defined in the last Section hereof).
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation Company and the its Subsidiaries shall not be considered a termination of employment. Except as set forth below Any change in this employment that does not constitute a “separation from service” within the meaning of Section 4(c)(i), if 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. If the Optionee's ’s employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's ’s employment terminates with the Company shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation Company or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option may be exercised at any time within shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year after from the Optionee's date of death or Disability (but not beyond the Term of the Option). If the Optionee’s employment terminates by reason of Retirement, (A) the Option shall, if not fully vested at the time of such termination, continue to vest in accordance with Section 4(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee, the Options shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option).
(ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 5(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of two years from the date of such termination of employment, if, within two years after a Change in Control, the Optionee’s employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death.
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the its Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereofEmployment Agreement), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's Optionee terminates his employment terminates by reason of Retirement, with the termination of the Optionee's employment by the Company Corporation other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereofEmployment Agreement), the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within (A) ninety (90) days after such termination if such termination occurs prior to the fifth anniversary of employment the Grant Date or (but B) three (3) years after such termination if such termination occurs on or after the fifth anniversary of the Grant Date (but, in either case, not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination of employment. Except as provided in Section 4(c)(ii) and (c) below, if the Optionee dies or becomes Disabled Optionee's employment with the Corporation is terminated for any reason other than (A) while employed by the Corporation Company for Cause or (B) within 90 days after by the termination of his or her employment (Optionee other than a termination described in clause (a) or (b) of this sentence)for Good Reason, the Option (to the extent then vested) may be exercised at any time within one (1) year after the Optionee's death or Disability such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination of employment.
(ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereofEmployment Agreement), the Option shall immediately become fully vested and exercisableexercisable and remain exercisable for its originally scheduled term, provided that if the Optionee's employment is terminated, the post-termination periods of exercisability set forth in Section 4(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of three (3) years from the date of such termination of employment, if, within two (2) years after a Change in Control, (A) the Optionee's employment is terminated by the Company other than by reason of Cause, Disability (as defined in the Employment Agreement) or death or (B) the Optionee terminates the Optionee's employment for Good Reason.
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's employment terminates with the Corporation shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, either Normal or the termination of the Optionee's employment by the Optionee for Good Reason Early Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Normal or Early Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(ii) . The Option, to the extent not then vested, shall immediately expire upon such death or Disability. If the Optionee's employment terminates by reason of death, Disability, Normal Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall (A) become fully and immediately vested and exercisableexercisable and (B) remain exercisable for three years from the date of such Normal Retirement (but not beyond the Term of the Option). If the Optionee's employment terminates by reason of Early Retirement, the Option (to the extent then vested) may be exercised at any time within three years after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination.
(ii) In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 4(d)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of three years from the date of such termination of employment, if, within two years after the Change in Control, (A) the Optionee's employment is terminated by the Company without Cause or (B) the Optionee terminates the Optionee's employment for Good Reason (as defined in the last Section hereof). 5.
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's employment terminates with the Corporation shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(ii) . The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall (A) become fully and immediately vested and exercisable. exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).
(ii) In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 4 (c) (i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee's employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee's employment for Good Reason (as defined in the last Section hereof).
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's employment terminates with the Corporation shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, either Normal or the termination of the Optionee's employment by the Optionee for Good Reason Early Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Normal or Early Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(ii) . The Option, to the extent not then vested, shall immediately expire upon such death or Disability. If the Optionee's employment terminates by reason of death, Disability, Normal Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall (A) become fully and immediately vested and exercisableexercisable and (B) remain exercisable for three years from the date of such Normal Retirement (but not beyond the Term of the Option). If the Optionee's employment terminates by reason of Early Retirement, the Option (to the extent then vested) may be exercised at any time within three years after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination.
(ii) In the event of a Change in Control (as defined in the inthe last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 4(d)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of three years from the date of such termination of employment, if, within two years after the Change in Control, (A) the Optionee's employment is terminated by the Company without Cause or (B) the Optionee terminates the Optionee's employment for Good Reason (as defined in the last Section hereof).
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among within the Corporation and Hexcel Group or any other change in employment that does not constitute a “separation from service” within the Subsidiaries meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision), shall not be considered a termination of employment by the applicable member of the Hexcel Group. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if .
(x) If the Optionee's ’s employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term a member of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation Hexcel Group is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), (b) if the Optionee's ’s employment terminates with a member of the Hexcel Group shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination.
(y) and (c) if the Optionee dies or becomes Disabled If (A) while employed by a member of the Corporation Hexcel Group, the Optionee dies or is terminated by a member of the Hexcel Group for Disability or (B) the Optionee becomes Disabled within 90 days after the termination of his or her employment (with a member of the Hexcel Group other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option may be exercised at any time within shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year after from the Optionee's date of death or Disability (but not beyond the Term of the Option).
(iiz) If Subject to Section 5(c)(ii), if the Optionee's ’s employment with a member of the Hexcel Group terminates by reason of death, Disability, Retirement, (A) the termination Option shall, if not fully vested at the time of such termination, continue to vest in accordance with Section 5(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall (I) become fully and immediately vested and exercisable. exercisable and (II) remain exercisable for the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option).
(ii) In the event of a Change in Control (as defined in the last Section hereof), provided the Optionee has been continuously employed by the Hexcel Group from the Grant Date through the date of such Change in Control or has terminated employment prior to the date of such Change in Control due to Retirement, the Option shall immediately become fully vested and exercisable.
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if . If the Optionee's employment terminates with the Corporation shall terminate other than by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option shall remain exercisable for three years from (to the date of extent then vested) may be exercised at any time within ninety (90) days after such termination of employment (but not beyond the Term of the Option) and (c) if ). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) for Cause or (b) of this sentence)Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option).
(ii) . The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall (A) become fully and immediately vested and exercisable. exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).
(ii) In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.exercisable and the post-termination periods of exercisability set forth in Section 4(c)(i) hereof shall apply, except that the post-termination period of exercisability shall be extended and the Option shall remain exercisable for a period of three years from the date of such termination of employment, if, within two years after a Change in Control, (A) the Optionee's employment is terminated by the Company other than by reason of Retirement, Cause, Disability or death or (B) the Optionee terminates the Optionee's employment for Good Reason (as defined in the last Section hereof). 133
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) In the Option (event of the Optionee’s death prior to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond end of the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereofemployment agreement between the Optionee and the Company, effective as of the Grant Date, or in any successor agreement to such employment agreement (the “Employment Agreement”)), the Option, whether or not then vested, shall be automatically terminated as unvested and unexercisable portion of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall immediately vest and become exercisable. The Option shall remain exercisable for three years from until the date of such termination of employment earlier of: (but not beyond the Term i) end of the Option) and (c) if day on the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination third anniversary of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's ’s death or Disability (but not beyond the Term of the Option).
(ii) If the Scheduled Expiration Date; provided, however, if the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, ’s death occurs upon or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of after a Change in Control (as defined in the last Section hereofPlan), the portion of the Option which was exercisable at the time of the Change in Control or became exercisable upon the Change in Control shall remain exercisable until the Scheduled Expiration Date.
(b) Upon the termination of Optionee’s employment with the Company prior to the end of the Term as a result of a Disability (as defined in the Employment Agreement), the unvested and unexercisable portion of the Option shall immediately vest and become fully exercisable. The Option shall remain exercisable until the earlier of: (i) the end of the day on the third anniversary of the termination of the Optionee’s employment or (ii) the Scheduled Expiration Date; provided, however, if the termination of the Optionee’s employment occurs upon or after a Change in Control, the portion of the Option which was exercisable at the time of the Change in Control or became exercisable upon the Change in Control shall remain exercisable until the Scheduled Expiration Date.
(c) In the event of the termination of the Optionee’s employment by the Company for “Cause” or by the Optionee without “Good Reason” (as each such term is defined in the Employment Agreement) before the end of the Term, the unvested and unexercisable portion of the Option shall immediately be forfeited. The vested and exercisable portion of the Option may be exercised within ninety (90) days of such termination, and shall thereafter be forfeited.
(d) Upon the termination of the Optionee’s employment by the Company without Cause or by the Optionee for Good Reason, the unvested and unexercisable portion of the Option shall immediately vest and become exercisable. The Option shall remain exercisable until the earlier of: (i) end of the day of the third anniversary of the termination of the Optionee’s employment or (ii) Scheduled Expiration Date; provided, however, if the termination of the Optionee’s employment occurs upon or after a Change in Control (as defined in the Plan), the portion of the Option which was exercisable at the time of the Change in Control or became exercisable upon the Change in Control shall remain exercisable until the Scheduled Expiration Date.
(e) In the event of a Change in Control during the Term, 50% of the unvested and unexercisable portion of the Option shall immediately vest and become exercisable, and the aggregate vested and exercisable portion of the Option shall remain exercisable until the Scheduled Expiration Date. For the remaining unvested and unexercisable portion of the Option: (i) if, following the Change in Control, Common Stock continues to be publicly traded (for example, a merger where the Company is the surviving entity), the unvested and unexercisable portion of the Option shall continue to vest and become exercisable as set forth in subparagraph (a) of Paragraph 3 of this Agreement; (ii) if, following the Change in Control, Common Stock does not continue to be publicly traded (for example, in a merger whereby the other party is the surviving entity), then, (A) if the transaction is a stock transaction, the unvested and unexercisable portion of the Option shall continue to vest and become exercisable as set forth in subparagraph (a) of Paragraph 3 of this Agreement and shall be converted into an option to purchase the acquirer’s stock according to the exchange ratio set forth in the transaction, or (B) if the transaction is a cash transaction, the unvested and unexercisable portion of the Option shall continue to vest and become exercisable as set forth in subparagraph (a) of Paragraph 3 of this Agreement, but upon becoming exercisable, when the Optionee seeks to exercise the Option, the Company shall pay the Optionee the corresponding cash value equal to the excess of: (x) the value per share paid in the cash transaction, minus (y) the Exercise Price of the Option.
(f) In the event of the termination of the Optionee’s employment for any reason after the end of the Term, the unvested and un-exercisable portion of the Option shall immediately be forfeited. The vested and exercisable portion of the Option shall remain exercisable until the earlier of: (i) end of the day of the third anniversary on the termination of the Optionee’s employment or (ii) the Scheduled Expiration Date; provided, however, if the termination of the Optionee’s employment occurs upon or after a Change in Control (as defined in the Plan), the portion of the Option which was exercisable at the time of the Change in Control or became exercisable upon the Change in Control shall remain exercisable until the Scheduled Expiration Date.
Appears in 1 contract
Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the its Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof)that certain Amended and Restated Employment Agreement, the Option, whether or not then vested, shall be automatically terminated dated as of October 11, 2000, between the date of such termination of employment, Corporation and the Optionee (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause"Employment Agreement")), or the termination of Optionee voluntarily terminates his employment with the Optionee's employment by the Optionee Corporation other than for Good Reason (as defined in the last Section hereofEmployment Agreement), the Option Optionee shall remain exercisable for three years from forfeit the date of such termination of employment (but not beyond the Term portion of the Option to the extent not yet vested as of the Date of Termination (as defined in the Employment Agreement). The Option) and (c) if , to the extent then vested, in the case of the voluntary termination by the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (with the Company other than a termination described in clause (a) or (b) of this sentence), for Good Reason shall be exercisable until the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term third anniversary of the Option).
(ii) If Date of Termination, and in the Optionee's employment terminates by reason case of death, Disability, Retirement, the termination of the Optionee's employment by for Cause shall be exercisable for a period of ninety (90) days following the Company Date of Termination. Notwithstanding any other provision contained herein, if the Optionee's employment with the Corporation is involuntarily terminated other than for Cause, the Optionee terminates employment for Good Reason or the termination Optionee dies or terminates employment due to disability (within the meaning of Section 7(b) of the Optionee's employment by the Optionee for Good ReasonEmployment Agreement), the Option shall become fully and immediately vested and exercisable. exercisable and shall remain exercisable for the lesser of (A) three years following the Date of Termination, or, if applicable, for three years following the Optionee's death or disability and (B) the remainder of the Term of the Option.
(ii) In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisableexercisable and the post-termination periods of exercisability set forth in Section 4(c)(i) hereof shall apply.
Appears in 1 contract
