Common use of Termination of Employment or Other Relationship Clause in Contracts

Termination of Employment or Other Relationship. (i) If an Optionee ceases to be an employee, independent contractor, consultant, Scientific Advisor or director of the Company as the result of a termination without cause (other than due to death or disability), his options will continue to vest for a period of one year pursuant to the vesting schedule established at the time the Option was granted and (A) any Options held by such Optionee that were exercisable on the date of such termination may be exercised by the Optionee until the later of: (i) one year following the date of such termination, or, (ii) one year from the date any Option vests in the twelve month period following such termination and (B) any Options held by such Optionee that vested during the 12 months following the date of termination may be exercised by the Optionee for a period of one year following the date of such vesting. (ii) If an Optionee ceases to be an employee, consultant, independent contractor, Scientific Advisor or director of the Company as the result of a voluntary resignation (other than due to death or disability), his options will continue to vest for a period of one year pursuant to the vesting schedule established at the time the Option was granted and provided that the Optionee has been an employee, consultant, independent contractor, Scientific Advisor or director of the Company for at least three years and has signed a non-compete agreement with the Company (such agreement to include biotechnology companies, academic and/or research organizations encompassing biotechnology, and venture capital companies in the biotechnology sector), and (A) any Options held by such Optionee that were exercisable on the date of such resignation may be exercised by the Optionee until the later of: i) one year following the date of such resignation, or ii) one year from the date any Option vests in the twelve month period following such resignation and (B) any Options held by such Optionee that vested during the 12 months following the date of resignation may be exercised by the Optionee for a period of one year following the date of such vesting provided, that, if the Optionee dies within such one-year period following termination of employment or other relationship, the Option (to the extent exercisable at the time of death) shall be exercisable by the Optionee’s Beneficiary for a period of one (1) year following the Optionee’s death (but in no event after the expiration date of the Option), and shall thereafter terminate.

Termination of Employment or Other Relationship. 5.1 In the event Optionee's employment by, or relationship with, the Company shall terminate for any reason other than those reasons specified in Sections 5.2, 5.3, 5.4, 5.5 or 5.7 hereof while such Optionee holds Options granted under the Plan, then such Options shall be treated as follows upon such termination: (ia) If an if such Optionee ceases to be an employeeshall have been continuously employed by, independent contractor, or in the event of a consultant, Scientific Advisor or director of shall have continued its relationship with, the Company as the result for a minimum of a termination without cause (other than due to death one year, then all rights of any kind under any outstanding Option held by such Optionee, which shall have not previously lapsed or disability), his options will continue to vest terminated shall be exercisable for a period of one year pursuant three (3) months after such termination, but only to the vesting schedule established at extent such Option had vested prior to or upon termination; (b) if such Optionee shall have not been continuously employed by, or in the time event of a consultant, shall have continued its relationship with, the Company for a minimum of one year, then all rights of any kind under any outstanding Option was granted and (A) any Options held by Optionee which shall have not previously lapsed or terminated shall expire immediately. 5.2 If Optionee's employment by, or relationship with, the Company or its Subsidiaries shall terminate as a result of such Optionee's total disability, each Stock Option held by such Optionee that were (which has not previously lapsed or terminated) shall be exercisable on the date of such termination may be exercised by the Optionee until the later of: (i) one year following the date of such termination, or, (ii) one year from the date any Option vests in the twelve month period following such termination and (B) any Options held by such Optionee that vested during the 12 months following the date of termination may be exercised by the Optionee for a period of one year following after termination but only to the date extent the Option is otherwise exercisable during that period. For purposes of such vestingthe foregoing sentence, "total disability" shall mean permanent mental or physical disability as determined by the Committee. (ii) If an Optionee ceases to be an employee, consultant, independent contractor, Scientific Advisor or director 5.3 In the event of the Company as death of Optionee, each Option held by such Optionee (which has not previously lapsed or terminated) shall be exercisable by the result executor or administrator of a voluntary resignation (other than due the Optionee's estate or by the person or persons to death whom the deceased Optionee's rights thereunder shall have passed by will or disability)by the laws of descent or distribution, his options will continue to vest for a period of one year pursuant after such Optionee's death but only to the vesting schedule established at the time extent the Option was granted and provided is otherwise exercisable during that period. 5.4 In the case of an Optionee has been who is an employee, consultant, independent contractor, Scientific Advisor or director employee of the Company for at least three years and has signed a non-compete agreement with Company, if Optionee's employment by the Company (shall terminate by reason of such agreement to include biotechnology companiesOptionee's retirement in accordance with Company policies, academic and/or research organizations encompassing biotechnology, and venture capital companies in the biotechnology sector), and (A) any Options each Option held by such Optionee that were exercisable on at the date of such resignation may termination (which has not previously lapsed or terminated) shall be exercised by the Optionee until the later of: i) one year following the date of such resignation, or ii) one year from the date any Option vests in the twelve month period following such resignation and (B) any Options held by such Optionee that vested during the 12 months following the date of resignation may be exercised by the Optionee exercisable for a period of three (3) months after termination, but only to the extent the Option is otherwise exercisable during that period. 5.5 [intentionally deleted]. 5.6 Notwithstanding the foregoing, if at any time after termination Optionee engages in "detrimental activity" (as hereinafter defined), the Committee in its discretion may cause the Optionee's right to exercise such option to be forfeited. If an allegation of detrimental activity by Optionee is made to the Committee, the exercisability of the Optionee's options will be suspended for up to two months to permit the investigation of such allegation. For purposes of this section, "detrimental activity" means activity that is determined by the Committee in its sole and absolute discretion to be detrimental to the interests of the Company or any of its subsidiaries, including but not limited to situations where such Optionee: (1) divulges trade secrets of the Company, proprietary data or other confidential information relating to the Company or to the business of the Company and any subsidiaries, (2) enters into employment with a competitor under circumstances suggesting that such Optionee will be using unique or special knowledge gained as a Company employee to compete with the Company, (3) is convicted by a court of competent jurisdiction of any felony or a crime involving moral turpitude, (4) uses information obtained during the course of his or her prior employment for his or her own purposes, such as for the solicitation of business, (5) is determined to have engaged (whether or not prior to termination due to retirement) in either gross misconduct or criminal activity harmful to the Company, or (6) takes any action that xxxxx the business interests, reputation, or goodwill of the Company and/or its subsidiaries. 5.7 In the case of Options granted to a Nonemployee Director who ceases to be a member of the Board of Directors, such Options then held by such individual shall be exercisable within one year following the date after such termination of such vesting provided, that, if the Optionee dies within such one-year period following service. 5.8 It shall not be considered a termination of employment when a Participant is on military or sick leave or such other relationshiptype leave of absence which is considered as continuing intact the employment relationship of the Participant with the Company or any of its Subsidiaries. In case of such leave of absence, the Option (to the extent exercisable at the time of death) employment relationship shall be exercisable deemed to have continued until the later of (i) the date when such leave shall have lasted ninety (90) days in duration, or (ii) the date as of which the Participant's right to employment shall have no longer been guaranteed either by the Optionee’s Beneficiary for a period of one (1) year following the Optionee’s death (but in no event after the expiration date of the Option), and shall thereafter terminatestatute or contract.