Common use of Termination of Option; Disgorgement of Certain Profits Clause in Contracts

Termination of Option; Disgorgement of Certain Profits. (a) If all the Optionee's service to the Company and all its Related Corporations as employee, consultant and/or director terminates for any reason, other than death or retirement from employment (but including termination of affiliation between the Company and the Related Corporation with which Optionee is serving as employee, consultant or director), the Option, to the extent exercisable on the date of such termination, may be exercised by the Optionee at any time within 90 days after termination, but only before the tenth anniversary of the Grant Date. If the Optionee dies or retires from employment, the Option may be exercised, to the extent exercisable on the date of such retirement or death, at any time by the Optionee or his executor or administrator, as the case may be, but only before the earlier of the first anniversary of the date of death or retirement or the tenth anniversary of the Grant Date. Options which are not exercisable at the time of termination of the Optionee's relationship with the Company and all its Related Corporations as an employee, director and/or consultant or which are so exercisable but are not exercised within the time periods described above, shall terminate. Leave of absence for military service, illness or other bona fide purpose shall not be deemed a termination for purposes of this Section 4 provided that it does not exceed the longer of 90 days or the period during which the absent Optionee's rights are guaranteed by statute or by contract. If the Optionee does not so return, his relationship with the Company and all its Related Corporations as an employee, director and/or consultant shall be deemed to have ended on the next day of such leave of absence. (b) The Optionee covenants and agrees with the Company that if, during the twelve-month period following the cessation of an Optionee's employment with, and/or directorship of, and/or consultancy for, the Company or any Related Corporation, as the case may be, and regardless of the reason or absence of reason for such cessation (the date of which cessation hereinafter, a "Cessation Date"), said Optionee engages directly or indirectly in any business, activity or enterprise which diverts business from, is in conflict with, causes a competitive disadvantage to, or otherwise adversely affects the interests or business of, the Company or any Related Corporation (each of the foregoing, a "Disgorgement Event"), then the Optionee shall automatically owe to the Company, and shall promptly and without demand pay to the Company, with respect to each share of Stock issued to the Optionee upon the full or partial exercise of this Option from and after that date which is nine (9) months prior to the Optionee's Cessation Date, an amount equal to the excess of Market Value of such share on the date of exercise over the Option Price paid by the Optionee for such share; provided that, on a case by case basis, a majority of disinterested members of the Board of Directors or the Committee may, in their sole discretion, waive enforcement of this provision, in whole or in part; and provided further that no such waiver shall be deemed a waiver of enforcement in any other instance. (c) The Optionee agrees and acknowledges that, because of the nature and purpose of the grant of this Option, and because of the Optionee's position with, and access to information of, the Company and/or one or more Related Corporations, the consequences described in Section 4(b) constitute essential terms of and are inseparable from the other terms and conditions of this Option and are necessary for the protection and benefit of the Company. The Optionee further agrees and acknowledges that the extent of harm to the Company that would be caused by the Optionee in the event of a Disgorgement Event is not now and will not be, at such time, precisely determinable and that the Company would be without an adequate remedy in the event of a Disgorgement Event caused by the Optionee absent the provisions of this Section 4.

Termination of Option; Disgorgement of Certain Profits. (a) If all the Optionee's service to employment by the Company and all its Related Corporations as employee, consultant and/or director terminates for any reason, other than death or retirement from employment (but including termination of affiliation between the Company and the Related Corporation with which Optionee is serving as an employee), consultant or director)after the first anniversary of the Grant Date, the Option, to the extent exercisable on the date of such termination, may be exercised by the Optionee at any time within 90 days after termination, but only before the tenth anniversary of the Grant Date. If the Optionee dies or retires from employmentafter the first anniversary of the Grant Date, the Option may be exercised, to the extent exercisable on the date of such retirement or death, at any time by the Optionee or his executor or administrator, as the case may be, but only before the earlier of the first anniversary of the date of death or retirement or the tenth anniversary of the Grant Date. Options which are not exercisable at the time of termination of the Optionee's relationship with the Company and all its Related Corporations as an employee, director and/or consultant employment or which are so exercisable but are not exercised within the time periods described above, above shall terminate. Leave of absence for military service, illness or other bona fide purpose shall not be deemed a termination for purposes of this Section 4 employment provided that it does not exceed the longer of 90 days or the period during which the absent Optioneeemployee's reemployment rights are guaranteed by statute or by contract. If the Optionee does not so return, his relationship with the Company and all its Related Corporations as an employee, director and/or consultant employment shall be deemed to have ended on the next day of such leave of absence. (b) The Optionee covenants and agrees with the Company that if, during the twelve-month period following the cessation of an Optionee's employment with, and/or directorship of, and/or consultancy for, the Company or any Related Corporation, as the case may be, and regardless of the reason or absence of reason for such cessation (the date of which cessation hereinafter, a "Cessation Date"), said Optionee engages directly or indirectly in any business, activity or enterprise which diverts business from, is in conflict with, causes a competitive disadvantage to, or otherwise adversely affects the interests or business of, the Company or any Related Corporation (each of the foregoing, a "Disgorgement Event"), then the Optionee shall automatically owe to the Company, and shall promptly and without demand pay to the Company, with respect to each share of Stock issued to the Optionee upon the full or partial exercise of this Option from and after that date which is nine (9) months prior to the Optionee's Cessation Date, an amount equal to the excess of Market Value of such share on the date of exercise over the Option Price paid by the Optionee for such share; provided that, on a case by case basis, a majority of disinterested members of the Board of Directors or the Committee may, in their sole discretion, waive enforcement of this provision, in whole or in part; and provided further that no such waiver shall be deemed a waiver of enforcement in any other instance. (c) The Optionee agrees and acknowledges that, because of the nature and purpose of the grant of this Option, and because of the Optionee's position with, and access to information of, the Company and/or one or more Related Corporations, the consequences described in Section 4(b) constitute essential terms of and are inseparable from the other terms and conditions of this Option and are necessary for the protection and benefit of the Company. The Optionee further agrees and acknowledges that the extent of harm to the Company that would be caused by the Optionee in the event of a Disgorgement Event is not now and will not be, at such time, precisely determinable and that the Company would be without an adequate remedy in the event of a Disgorgement Event caused by the Optionee absent the provisions of this Section 4.

Termination of Option; Disgorgement of Certain Profits. (a) If all the Optionee's service Optionee ceases to serve as a consultant and/or director to the Company and all its Related Corporations as employee, consultant and/or director terminates for any reason, other than death or retirement from employment (but including termination of affiliation between the Company and the Related Corporation with which Optionee is serving as employee, consultant or director)death, the Option, to the extent exercisable on the date of such termination, may be exercised by the Optionee at any time within 90 days after termination, but only before the tenth anniversary of the Grant Date. If the Optionee dies or retires from employmentdies, the Option may be exercised, to the extent exercisable on the date of such retirement or death, at any time by the Optionee or his executor or administrator, as the case may be, but only before the earlier of the first anniversary of the date of death or retirement or the tenth anniversary of the Grant Date. Options which are not exercisable at the time of termination of the Optionee's relationship with the Company and all its Related Corporations as an employee, a director and/or consultant or which are so exercisable but are not exercised within the time periods described above, shall terminate. Leave of absence for military service, illness or other bona fide purpose shall not be deemed a termination for purposes of this Section 4 provided that it does not exceed the longer of 90 days or the period during which the absent Optionee's rights are guaranteed by statute or by contract. If the Optionee does not so return, his relationship with the Company and all its Related Corporations as an employee, director and/or consultant shall be deemed to have ended on the next day of such leave of absence. (b) The Optionee covenants and agrees with the Company that if, during the twelve-month period following the cessation of an Optionee's employment with, and/or directorship of, and/or consultancy for, the Company or any Related Corporation, as the case may be, and regardless of the reason or absence of reason for such cessation (the date of which cessation hereinafter, a "Cessation Date"), said Optionee engages directly or indirectly in any business, activity or enterprise which diverts business from, is in conflict with, causes a competitive disadvantage to, or otherwise adversely affects the interests or business of, the Company or any Related Corporation (each of the foregoing, a "Disgorgement Event"), then the Optionee shall automatically owe to the Company, and shall promptly and without demand pay to the Company, with respect to each share of Stock issued to the Optionee upon the full or partial exercise of this Option from and after that date which is nine (9) months prior to the Optionee's Cessation Date, an amount equal to the excess of Market Value of such share on the date of exercise over the Option Price paid by the Optionee for such share; provided that, on a case by case basis, a majority of disinterested members of the Board of Directors or the Committee may, in their sole discretion, waive enforcement of this provision, in whole or in part; and provided further that no such waiver shall be deemed a waiver of enforcement in any other instance. (c) The Optionee agrees and acknowledges that, because of the nature and purpose of the grant of this Option, and because of the Optionee's position with, and access to information of, the Company and/or one or more Related Corporations, the consequences described in Section 4(b) constitute essential terms of and are inseparable from the other terms and conditions of this Option and are necessary for the protection and benefit of the Company. The Optionee further agrees and acknowledges that the extent of harm to the Company that would be caused by the Optionee in the event of a Disgorgement Event is not now and will not be, at such time, precisely determinable and that the Company would be without an adequate remedy in the event of a Disgorgement Event caused by the Optionee absent the provisions of this Section 4.

Termination of Option; Disgorgement of Certain Profits. (a) If all the Optionee's service Optionee ceases to serve as a director of the Company and all its Related Corporations as employee, consultant and/or director terminates for any reason, other than death or retirement from employment (but including termination of affiliation between the Company and the Related Corporation with which Optionee is serving as employee, consultant or director), the Option, to the extent exercisable on the date of such termination, may be exercised by the Optionee at any time within 90 days after termination, but only before the tenth anniversary of the Grant Date. If the Optionee dies or retires from employmentdeath, the Option may be exercised, to the extent exercisable on the date of such retirement or termination, by the Optionee at any time within 90 days after such termination, but only before the tenth (10th) anniversary of the Grant Date. If the Optionee dies, the Option may be exercised, to the extent exercisable on the date of death, at any time by the Optionee or his Optionee's executor or administrator, as the case may be, but only before the earlier of the first (1) anniversary of the date of death or retirement or the tenth (10th) anniversary of the Grant Date. Options which are not exercisable at the time of termination of the Optionee's relationship with the Company and all its Related Corporations as an employee, director and/or consultant or which are so exercisable but are not exercised within the time periods described above, above shall terminate. Leave A leave of absence for military service, illness or other bona fide purpose shall not be deemed a termination for purposes of this Section 4 provided that it does not exceed the longer of 90 ninety (90) days or the period during which the rights of the absent Optionee's rights director are guaranteed by statute or by contract. If the Optionee does not so return, his relationship with the Company and all its Related Corporations as an employee, director and/or consultant shall be deemed to have ended on the next day of such leave of absence. (b) The Optionee covenants and agrees with the Company that if, during the twelve-month period following the cessation of an Optionee's employment with, and/or directorship of, and/or consultancy for, the Company or any Related Corporation, as the case may be, and regardless of the reason or absence of reason for such cessation (the date of which cessation hereinafter, a "Cessation Date"), said Optionee engages directly or indirectly in any business, activity or enterprise which diverts business from, is in conflict with, causes a competitive disadvantage to, or otherwise adversely affects the interests or business of, the Company or any Related Corporation (each of the foregoing, a "Disgorgement Event"), then the Optionee shall automatically owe to the Company, and shall promptly and without demand pay to the Company, with respect to each share of Stock issued to the Optionee upon the full or partial exercise of this Option from and after that date which is nine (9) months prior to the Optionee's Cessation Date, an amount equal to the excess of Market Value of such share on the date of exercise over the Option Price paid by the Optionee for such share; provided that, on a case by case basis, a majority of disinterested members of the Board of Directors or the Committee may, in their sole discretion, waive enforcement of this provision, in whole or in part; and provided further that no such waiver shall be deemed a waiver of enforcement in any other instance. (c) The Optionee agrees and acknowledges that, because of the nature and purpose of the grant of this Option, and because of the Optionee's position with, and access to information of, the Company and/or one or more Related Corporations, the consequences described in Section 4(b) constitute essential terms of and are inseparable from the other terms and conditions of this Option and are necessary for the protection and benefit of the Company. The Optionee further agrees and acknowledges that the extent of harm to the Company that would be caused by the Optionee in the event of a Disgorgement Event is not now and will not be, at such time, precisely determinable and that the Company would be without an adequate remedy in the event of a Disgorgement Event caused by the Optionee absent the provisions of this Section 4.