Common use of TERMINATION OF OPTION TERM Clause in Contracts

TERMINATION OF OPTION TERM. The Option Term specified in Paragraph 3 shall terminate (and this Option shall cease to be exercisable) earlier than the Expiration Date should one of the following provisions become applicable: (a) Except as otherwise provided in subparagraphs (b) or (c) below, should Optionee cease to provide Service for the Company at any time during the Option Term, then the period for exercising this Option shall be a thirty (30) day period commencing with the date of such cessation of Service. In no event shall this Option be exercisable for more Optioned Shares than the number for which this Option is exercisable for vested Optioned Shares on the date Optionee ceased to provide Service. To the extent the Option is not exercisable for vested Optioned Shares on the Service cessation date, that portion of the Option shall terminate and cease to be outstanding on such date. Upon the expiration of such thirty (30) day period, the vested and unexercised portion of this Option shall terminate and cease to be outstanding. (b) Should Optionee die while this Option is outstanding, then the executors or administrators of Optionee's estate or Optionee's heirs or legatees (as the case may be) shall have the right to exercise this Option for the number of vested Optioned Shares (if any) for which the Option is exercisable on the date of the Optionee's death. To the extent the Option is not exercisable for vested Optioned Shares on the Service cessation date, that portion of the Option shall terminate and cease to be outstanding on such date. Such exercise right shall lapse and this Option shall terminate and cease to be exercisable six (6) months from the date of the Optionee's death. (c) Should Optionee become disabled and cease by reason thereof to provide Service for the Company at any time during the Option Term, then Optionee shall have a period of six (6) months (commencing with the date of such cessation of Service) to exercise this Option for vested Optioned Shares; provided, however, that in no event shall this Option be exercisable for more Optioned Shares than the number for which this Option is vested on the date Optionee ceased Service. To the extent the Option is not exercisable for vested Optioned Shares on the Service cessation date, that portion of the Option shall terminate and cease to be outstanding on such date. Upon the expiration of such six (6) month period of exercisability, the vested and unexercised portion of this Option shall terminate and cease to be exercisable. (d) For purposes of this Paragraph 6 and for all other purposes under this Agreement, Optionee shall be deemed to continue in the Company's Service for so long as Optionee remains in Service with the Company or its Parent or Subsidiary.

Appears in 2 contracts

Samples: Stock Option Agreement (Jeanty Roger O), Stock Option Agreement (Jeanty Roger O)

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TERMINATION OF OPTION TERM. The Option Term option term specified in Paragraph 3 2 shall terminate (and this Option option shall cease to be exercisable) earlier than prior to the Expiration Date should one any of the following provisions become applicable: (ai) Except as otherwise provided in subparagraphs (b) or (c) below, should Should Optionee cease to provide remain in Service for the Company at any time during the Option Termreason (other than death or Disability) while this option is outstanding, then the period for exercising this Option option shall be reduced to a thirty three (30) day 3)-month period commencing with the date of such cessation of Service. In , but in no event shall this Option option be exercisable for more Optioned Shares than at any time after the number for which this Option is exercisable for vested Optioned Shares on the date Optionee ceased to provide Service. To the extent the Option is not exercisable for vested Optioned Shares on the Service cessation date, that portion of the Option shall terminate and cease to be outstanding on such dateExpiration Date. Upon the expiration of such thirty three (303)-month period or (if earlier) day periodupon the Expiration Date, the vested and unexercised portion of this Option option shall terminate and cease to be outstanding. (bii) Should Optionee die while this Option option is outstanding, then the executors or administrators personal representative of Optionee's ’s estate or the person or persons to whom the option is transferred pursuant to Optionee's heirs ’s will or legatees (as in accordance with the case may be) laws of descent and distribution shall have the right to exercise this Option for option. Such right shall lapse and this option shall cease to be exercisable upon the number EARLIER of vested Optioned Shares (if anya) for which the Option is exercisable on expiration of the twelve (12)-month period measured from the date of Optionee’s death or (b) the Optionee's deathExpiration Date. To Upon the extent expiration of such twelve (12)-month period or (if earlier) upon the Option is not exercisable for vested Optioned Shares on the Service cessation dateExpiration Date, that portion of the Option this option shall terminate and cease to be outstanding on such date. Such exercise right shall lapse and this Option shall terminate and cease to be exercisable six (6) months from the date of the Optionee's deathoutstanding. (ciii) Should Optionee become disabled and cease Service by reason thereof to provide Service for the Company at any time during the Option Termof Disability while this option is outstanding, then Optionee shall have a period of six (6) months (commencing with the date of such cessation of Service) during which to exercise this Option for vested Optioned Shares; providedoption. However, howevershould such Disability be deemed to constitute Permanent Disability, then the period during which this option is to remain exercisable shall be extended by an additional six (6) months so that in the exercise period shall be limited to the twelve (12)-month period following the date of Optionee’s cessation of Service by reason of such Permanent Disability. In no event shall this Option option be exercisable for more Optioned Shares than at any time after the number for which this Option is vested on Expiration Date. Upon the date Optionee ceased Service. To the extent the Option is not exercisable for vested Optioned Shares on the Service cessation date, that portion expiration of the Option applicable six (6) or twelve (12)-month period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding outstanding. NOTE: Exercise of this option on a date later than three (3) months following cessation of Service due to Disability will result in loss of favorable incentive stock option treatment, UNLESS such dateDisability constitutes Permanent Disability. Upon In the expiration of such six event that incentive stock option treatment is not available, this option will be taxed as a non-statutory option upon exercise. (6iv) month During the limited period of exercisabilitypost-Service exercisability applicable under subparagraph (i), (ii) or (iii) above, this option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of his/her cessation of Service, vested and unexercised portion in accordance with the vesting schedule specified in the Grant Notice. To the extent Optionee is not vested in the Option Shares at the time of his/her cessation of Service, this Option option shall immediately terminate and cease to be exercisableoutstanding with respect to those shares. (dv) For purposes of this Paragraph 6 5 and for all other purposes under this Agreement, : A. DISABILITY shall mean the inability of an individual to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of such medical evidence as the Plan Administrator deems warranted under the circumstances. PERMANENT DISABILITY shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. B. Optionee shall be deemed to remain in SERVICE for so long as Optionee continues to render periodic services to the Corporation or any parent or subsidiary corporation, whether as an Employee, a non-employee member of the board of directors, or a consultant. C. Optionee shall be deemed to be an EMPLOYEE of the Corporation and to continue in the Company's Service Corporation’s employ for so long as Optionee remains in Service the employ of the Corporation or one or more of its parent or subsidiary corporations, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. D. A corporation shall be considered to be a SUBSIDIARY corporation of the Corporation if it is a member of an unbroken chain of corporations beginning with the Company Corporation, provided each such corporation in the chain (other than the last corporation) owns, at the time of determination, stock possessing 50% or its Parent more of the total combined voting power of all classes of stock in one of the other corporations in such chain. E. A corporation shall be considered to be a PARENT corporation of the Corporation if it is a member of an unbroken chain ending with the Corporation, provided each such corporation in the chain (other than the Corporation) owns, at the time of determination, stock possessing 50% or Subsidiarymore of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Appears in 1 contract

Samples: Stock Option Agreement (Tellabs Inc)

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TERMINATION OF OPTION TERM. The Option Term option term specified in Paragraph 3 shall Section 1 will terminate (and this Option shall option will cease to be exercisable) earlier than prior to the Expiration Date should one of the following provisions become applicable: (a) Except as otherwise provided in subparagraphs Subsections (b) or ), (c) and (d) below, should Optionee if you cease to provide Service for be an employee of the Company at any time during the Option Termoption term, then the period for exercising this Option shall option will be a thirty (30) day limited to the three-month period commencing with the date of such cessation of Service. In employee status; provided that in no event shall will this Option option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more Optioned Shares than the number of Optioned Shares (if any) for which this Option it is exercisable for vested Optioned Shares on at the date Optionee ceased to provide Service. To the extent the Option is not exercisable for vested Optioned Shares on the Service of your cessation date, that portion of the Option shall terminate and cease to be outstanding on such dateemployee status. Upon the expiration of such thirty limited period of exercisability or (30if earlier) day periodupon the Expiration Date, the vested and unexercised portion of this Option shall option will terminate and cease to be outstanding. (b) Should Optionee If you die while this Option option is outstanding, then the executors or administrators personal representative of Optionee's your estate or Optionee's heirs the person or legatees (as persons to whom the case may be) shall option is transferred pursuant to your will, in accordance with the laws of descent and distribution, or pursuant to Section 1 above, will have the right to exercise this Option for option, but only with respect to the number of vested Optioned Shares (if any) for which the Option it is exercisable on at the date of the Optionee's your death. To the extent the Option is not exercisable for vested Optioned Shares on the Service cessation dateSuch right will lapse, that portion of the Option shall terminate and this option will cease to be outstanding on such date. Such exercise right shall lapse and this Option shall terminate and cease to be exercisable six exercisable, upon the earlier of (6i) months the expiration of the one-year period measured from the date of your death or (ii) the Optionee's deathspecified Expiration Date of the option term. (c) Should Optionee If you become permanently disabled and cease by reason thereof to provide Service for be an employee of the Company at any time during the Option Termoption term, then Optionee shall you will have a period of six (6) twelve months (commencing with the date of such cessation of Serviceemployee status) during which to exercise this Option for vested Optioned Sharesoption; provided, however, that in no event shall this Option option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more Optioned Shares than the number of Optioned Shares (if any) for which this Option option is vested on exercisable at the date Optionee ceased Service. To the extent the Option is not exercisable for vested Optioned Shares on the Service of your cessation date, that portion of the Option shall terminate and cease to be outstanding on such dateemployee status. Upon the expiration of such six (6) month limited period of exercisabilityexercisability or (if earlier) upon the Expiration Date, the vested and unexercised portion of this Option shall option will terminate and cease to be exercisableoutstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve consecutive months or more, unable to perform your usual duties for the Company or its subsidiaries. (d) Should (i) your status as an employee be terminated for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud or embezzlement or any unau- thorized disclosure or use of confidential information or trade secrets), or (ii) you make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such termination of employee status or such unauthorized use or disclosure of confidential or secret information or attempt thereat. (e) For purposes of this Paragraph 6 and for all other purposes under this Agreement, Optionee shall you will be deemed to continue in be an employee of the Company's Service Company for so long as Optionee remains you remain in Service with the employ of the Company or one or more of its Parent subsidiaries. A corporation will be deemed to be a subsidiary of the Company if it is a member of an unbroken chain of corporations beginning with the Company, provided that each such corporation in the chain (other than the last corporation) owns, at the time of determination, stock possessing 50% or Subsidiarymore of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Xoma Corp /De/)

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