Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates: (i) The Expiration Date; (ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and (iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”). (b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates: (i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and (iii) The date of the Optionee’s death or the Disability Determination Date, as applicable. (c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position. (d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 13 contracts
Samples: Officer Non Qualified Stock Option Agreement, Officer Non Qualified Stock Option Agreement (Ireland Inc.), Officer Non Qualified Stock Option Agreement (Ireland Inc.)
Termination of Option. (a) The This Agreement and the Optionee’s 's right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates:
(ia) The Expiration Date;
(iib) Subject to subsections subsection (c) and (d) below, the date which is six (6) months 30 days from the date later of the dates on which which: (i) the Optionee ceases to act as an a director or officer of the Company or any subsidiary of the Company; (ii) the Optionee ceases to be engaged as a consultant of the Company or any subsidiary of the Company; or (iii) the Optionee ceases to be an employee of the Company or any subsidiary of the Company. For the purposes of this subsection, the Optionee will be deemed not to have ceased to act as an employee, officer, director or consultant (the “Original Position”) of the Company or a subsidiary of the Company if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position;
(iiic) In the event of the termination of the Optionee as an officer of the Company a director, officer, employee or any subsidiary of the Company consultant as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such terminationterminated as a director, officer, employee or consultant; andor
(ivd) The date which is six (6) months from the date of the Optionee’s 's death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an employee, director, officer or consultant of the Company or any a subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) 12 months or more (more. Notwithstanding the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoingforegoing, if the Optionee dies after he or she ceases to be an employee, director, officer of the Company or any subsidiary consultant of the Company for reasons other than a termination for Cause or for disability determined in accordance with the subsection (d) above, the Optionee’s right rights to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company granted herein shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 8 contracts
Samples: Non Qualified Stock Option Agreement (Clyvia Inc), Non Qualified Stock Option Agreement (Aqua Society, Inc.), Non Qualified Stock Option Agreement (Aqua Society, Inc.)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer a director of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer a director of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer a director of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer a director of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer a director of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer a director of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer a director of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer a director of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 7 contracts
Samples: Director Non Qualified Stock Option Agreement (Ireland Inc.), Director Non Qualified Stock Option Agreement (Ireland Inc.), Non Qualified Stock Option Agreement (Ireland Inc.)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable Option shall terminate automatically and without further notice on the earliest of the following dates:
(ia) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, ninety days after the date upon which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer employee of the Company or any subsidiary a Subsidiary, unless (i) the cessation of his employment (A) is a result of his death, permanent disability, or retirement or (B) follows a Change in Control, a divestiture, or a Termination Without Cause, or (ii) the Optionee continues to serve as a director of the Company shall terminate on following the earliest cessation of the Expiration Date and the date which is six his employment;
(6b) months three years after the date upon which the Optionee ceases to be an employee of the Company or a Subsidiary following (i) a Change in Control, (ii) a divestiture, or (iii) a Termination Without Cause;
(c) five years after the date upon which the Optionee ceases to be an employee of the Company or a Subsidiary (i) as a result of his death, or (ii) as a result of his permanent disability;
(d) five years after the date upon which the Optionee ceases to be a director of the Company if he continues to serve as a director of the Company following the cessation of his employment other than as a result of his retirement; or
(e) ten years after the Date of Grant. (By way of illustration, if (i) the Optionee remains an employee of the Company or a Subsidiary until the ten-year anniversary of the Date of Grant, or (ii) the Optionee ceases to be an employee of the Company or a Subsidiary as a result of his retirement, the Option shall terminate automatically and without further notice ten years after the Date of Grant.) In the event that the Optionee shall intentionally commit an act that the Committee determines to be materially adverse to the interests of the Company or a Subsidiary, the Option shall terminate at the time of that determination notwithstanding any other provision of this Agreement to the contrary.
Appears in 6 contracts
Samples: Nonqualified Stock Option Agreement (Timken Co), Nonqualified Stock Option Agreement (Timken Co), Nonqualified Stock Option Agreement (Timken Co)
Termination of Option. (a) The Optionee may exercise the Option (but only to the extent the Option was exercisable at the time of termination of the Optionee’s right to exercise Business Relationship with the Corporation, its parent or any options that have vested and are exercisable shall terminate on the earliest of the following dates:
its subsidiaries) at any time within three (i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (63) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(iii) In the event of following the termination of the Optionee as an officer of Optionee’s Business Relationship with the Company Corporation, its parent or any subsidiary of its subsidiaries, but not later than the Company as a result of a breach scheduled expiration date. If the termination of the Optionee’s obligations employment is for cause or is otherwise attributable to a breach by the Optionee of an employment, non-competition, non-disclosure or other material agreement, the Option shall expire immediately upon such termination. If the Optionee is a natural person who dies while in a Business Relationship with the Corporation, its parent or any of its subsidiaries, this option may be exercised, to the Company or any subsidiary extent of the Company, or as a result number of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on shares with respect to which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from could have exercised it on the date of the Optionee’s death his death, by his estate, personal representative or the date the Optionee is determined by the Company beneficiary to be unable whom this option has been assigned pursuant to perform his or her duties as an officer Section 9 of the Company or Plan, at any subsidiary of time within the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months month period following the date of death. If the Optionee is a natural person whose Business Relationship with the Corporation, its parent or more any of its subsidiaries is terminated by reason of his disability, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date the Business Relationship was terminated, at any time within the twelve (12) month period following the “Disability Determination Date”)date of such termination, but not later than the scheduled expiration date. At the expiration of such three (3) or twelve (12) month period or the scheduled expiration date, whichever is the earlier, this Option shall terminate and the only rights hereunder shall be those as to which the Option was properly exercised before such termination.
(b) The Optionee’s right Anything contained herein to exercise the contrary notwithstanding, the Option shall not be affected by any options that have not vested and are not exercisable shall terminate on the earliest change of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company duties or any subsidiary of the Company;
(ii) In the case of the termination position of the Optionee as an officer of (including a transfer to or from the Company Corporation, its parent or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iiiits subsidiaries) The date of the Optionee’s death or the Disability Determination Date, so long as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employeein a Business Relationship with the Corporation, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company its parent or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deathits subsidiaries.
Appears in 6 contracts
Samples: Stock Option Agreement (Lexaria Bioscience Corp.), Stock Option Agreement (Lexaria Corp.), Stock Option Agreement (Enertopia Corp.)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six thirty (630) months days from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 6 contracts
Samples: Officer Non Qualified Stock Option Agreement (Ireland Inc.), Officer Non Qualified Stock Option Agreement (Ireland Inc.), Officer Non Qualified Stock Option Agreement (Ireland Inc.)
Termination of Option. (a) The Optionee’s right Option and all rights hereunder with respect thereto, to exercise any options that have vested and are exercisable the extent such Option has vested, shall terminate on and become null and void after the earliest expiration of five (5) years from the Date of Grant (the "Option Term"). To the extent that the Option has not vested in accordance with Section 2 above, then the non-vested portion of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) Option shall terminate and (d) below, become null and void upon the date which is six (6) months from termination of the date on which the Optionee ceases to act Grantee as an employee, officer of the Company or any subsidiary director of the Company;.
(iiib) In the event of the death of the Grantee, the Option may be exercised by the Grantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(c) In the event the Board (or Committee, if any) finds by a majority vote after full consideration of the facts that Grantee, before or after termination of his employment with the Optionee as Company or an officer Affiliate for any reason (i) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary affiliate of the Company, which conduct damaged the Company or as a result of any dishonesty, fraud, misconduct, the unauthorized use subsidiary or disclosure of confidential information or trade secretsaffiliate, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer disclosed trade secrets of the Company its subsidiary or any subsidiary of the Company as a result of any mental its affiliate, or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company participated, engaged in or any subsidiary of the Company for Causehad a material, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death financial or the Disability Determination Dateother interest, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act whether as an employee, officer, director director, consultant, contractor, shareholder, owner, or consultant otherwise, in any commercial endeavor anywhere which is competitive with the business of the Company or a subsidiary or Affiliate without the written consent of the Company in some other capacity immediately upon ceasing Company, the Grantee shall forfeit all outstanding Options. Clause (ii) shall not be deemed to act in have been violated solely by reason of the Original Position.
(d) Also notwithstanding the forgoingGrantee’s ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the Optionee dies after he corporation. The decision of the Board (or she ceases Committee, if any) as to be an officer the cause of the Grantee’s discharge, the damage done to the Company or any a subsidiary or an affiliate, and the extent of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the OptioneeGrantee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to competitive activity shall be an officer final. No decision of the Company Board (or any subsidiary Committee, if any) however, shall affect the finality of the Company shall terminate on the earliest discharge of the Expiration Date and Grantee by the date which is six (6) months after the date of deathCompany.
Appears in 5 contracts
Samples: Stock Option Agreement (Bluegate Corp), Stock Option Agreement (Bluegate Corp), Stock Option Agreement (Bluegate Corp)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six thirty (630) months days from the date on which the Optionee ceases to act as an officer a director of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer a director of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer a director of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer a director of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer a director of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer a director of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding Notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer a director of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer a director of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Ireland Inc.), Non Qualified Stock Option Agreement (Ireland Inc.), Non Qualified Stock Option Agreement (Ireland Inc.)
Termination of Option. In the event that Employee has a Termination of Service for any reason other than Retirement (aas defined below) The Optionee’s right or death, this Option shall immediately thereupon terminate, except that Employee shall have three (3) months from such termination to exercise any options that have vested and are exercisable shall terminate on the earliest unexercised portion of the following dates:
Option which is then exercisable (i) The Expiration Date;
(ii) Subject to subsections (c) and (d) belowor, if earlier, until the date which that is six ten (610) months years from the date on which of this Agreement). In the Optionee ceases to act as an officer event of Employee’s Retirement, Employee may, within one (1) year after the date of such Retirement, or within ten (10) years from the date of this Agreement, whichever shall first occur, exercise any unexercised portion of the Option (whether or not exercisable). In the event that Employee shall die while in the employ of the Company or an Affiliate, any subsidiary unexercised portion of the Company;
Option (iiiwhether or not exercisable) In may be exercised by Employee’s beneficiary or transferee, as hereinafter provided, for a period of one (1) year after the date of Employee’s death or within ten (10) years from the date of this Agreement, whichever shall first occur. Notwithstanding the preceding two sentences, in the event that within one year of the termination date of this Agreement, Employee dies or has a Termination of Service due to Retirement, this Option shall immediately thereupon terminate. For purposes of this Agreement, “Retirement” shall mean Employee’s Termination of Service for any reason (other than due to Employee’s misconduct as determined by the Optionee Company in its sole discretion) after Employee has attained age 60 and completed at least five (5) years of continuous service as an officer Employee of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) Affiliate. For purposes of this Section 7Agreement, Termination of Service shall have the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act meaning set forth in the Original Position.
Plan and be determined by reference to Employee’s active service without reference to any other agreement, written or oral, including Employee’s contract of employment (d) Also notwithstanding if any). Thus, in the forgoingevent of Employee’s Termination of Service (whether or not in breach of local labor laws), if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company unless otherwise expressly provided for reasons other than a termination for Cause or for disability in accordance with the aboveunder this Agreement, the OptioneeEmployee’s right to vest in and exercise the Option, if any, will terminate effective on Employee’s Termination of Service and will not be extended by any options that notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have vested and are exercisable on the date exclusive discretion to determine when the Optionee ceases to be an officer Employee has incurred a Termination of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deathService.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement, Non Qualified Stock Option Agreement (Gap Inc), Non Qualified Stock Option Agreement (Gap Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of officerof the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 3 contracts
Samples: Officer Non Qualified Stock Option Agreement (Ireland Inc.), Officer Non Qualified Stock Option Agreement (Ireland Inc.), Officer Non Qualified Stock Option Agreement (Ireland Inc.)
Termination of Option. (a) The Optionee’s right Optionee may exercise the Option (but only to exercise any options that have vested and are the extent the Option was exercisable shall terminate on at the earliest time of termination of the following dates:
Optionee's Business Relationship with the Corporation, its parent or any of its subsidiaries) at any time within three (i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (63) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(iii) In the event of following the termination of the Optionee as an officer of Optionee's Business Relationship with the Company Corporation, its parent or any subsidiary of its subsidiaries, but not later than the Company as a result of a breach scheduled expiration date. If the termination of the Optionee’s obligations 's employment is for cause or is otherwise attributable to a breach by the Optionee of an employment, non-competition, non-disclosure or other material agreement, the Option shall expire immediately upon such termination. If the Optionee is a natural person who dies while in a Business Relationship with the Corporation, its parent or any of its subsidiaries, this option may be exercised, to the Company or any subsidiary extent of the Company, or as a result number of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on shares with respect to which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from could have exercised it on the date of the Optionee’s death his death, by his estate, personal representative or the date the Optionee is determined by the Company beneficiary to be unable whom this option has been assigned pursuant to perform his or her duties as an officer Section 9 of the Company or Plan, at any subsidiary of time within the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months month period following the date of death. If the Optionee is a natural person whose Business Relationship with the Corporation, its parent or more any of its subsidiaries is terminated by reason of his disability, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date the Business Relationship was terminated, at any time within the twelve (12) month period following the “Disability Determination Date”)date of such termination, but not later than the scheduled expiration date. At the expiration of such three (3) or twelve (12) month period or the scheduled expiration date, whichever is the earlier, this Option shall terminate and the only rights hereunder shall be those as to which the Option was properly exercised before such termination.
(b) The Optionee’s right Anything contained herein to exercise the contrary notwithstanding, the Option shall not be affected by any options that have not vested and are not exercisable shall terminate on the earliest change of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company duties or any subsidiary of the Company;
(ii) In the case of the termination position of the Optionee as an officer of (including a transfer to or from the Company Corporation, its parent or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iiiits subsidiaries) The date of the Optionee’s death or the Disability Determination Date, so long as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employeein a Business Relationship with the Corporation, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company its parent or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deathits subsidiaries.
Appears in 3 contracts
Samples: Stock Option Agreement (Falconridge Oil Technologies Corp.), Stock Option Agreement (Falconridge Oil Technologies Corp.), Stock Option Agreement (Lithium Corp)
Termination of Option. (a) The Optionee’s right Option and all rights hereunder with respect thereto, to exercise any options that have vested and are exercisable the extent such Option has vested, shall terminate on and become null and void after the earliest expiration of five (5) years from the Date of Grant (the "Option Term"). To the extent that the Option has not vested in accordance with Section 2 above, then the non-vested portion of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) Option shall terminate and (d) below, become null and void upon the date which is six (6) months from termination of the date on which the Optionee ceases to act Grantee as an employee, officer of the Company or any subsidiary director of the Company;.
(iiib) In the event of the death of the Grantee, the Option may be exercised by the Grantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(c) In the event the Board (or Committee, if any) finds by a majority vote after full consideration of the facts that Grantee, before or after termination of his employment with the Optionee as Company or an officer Affiliate for any reason (i) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary affiliate of the Company, which conduct damaged the Company or as a result of any dishonesty, fraud, misconduct, the unauthorized use subsidiary or disclosure of confidential information or trade secretsaffiliate, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer disclosed trade secrets of the Company its subsidiary or any subsidiary of the Company as a result of any mental its affiliate, or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company participated, engaged in or any subsidiary of the Company for Causehad a material, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death financial or the Disability Determination Dateother interest, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act whether as an employee, officer, director director, consultant, contractor, shareholder, owner, or consultant otherwise, in any commercial endeavor anywhere which is competitive with the business of the Company or a subsidiary or Affiliate without the written consent of the Company in some other capacity immediately upon ceasing Company, the Grantee shall forfeit all outstanding Options. Clause (ii) shall not be deemed to act in have been violated solely by reason of the Original Position.
(d) Also notwithstanding the forgoingGrantee's ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the Optionee dies after he corporation. The decision of the Board (or she ceases Committee, if any) as to be an officer the cause of the Grantee's discharge, the damage done to the Company or any a subsidiary or an affiliate, and the extent of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to Grantee's competitive activity shall be an officer final. No decision of the Company Board (or any subsidiary Committee, if any) however, shall affect the finality of the Company shall terminate on the earliest discharge of the Expiration Date and Grantee by the date which is six (6) months after the date of deathCompany.
Appears in 3 contracts
Samples: Stock Option Agreement (Bluegate Corp), Employment Agreement (Bluegate Corp), Stock Option Agreement (Bluegate Corp)
Termination of Option. The Optionee may not exercise this option after, and this portion of the option will terminate without notice to the Optionee on, the earlier of:
(a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six Six (6) months after the date of deaththe Optionee’s termination of employment from the Company and its subsidiaries for any reason other than for Cause or due to Disability, death or Retirement;
(b) The date the Company or one of its subsidiaries terminates the Optionee’s employment for Cause;
(c) Twelve (12) months after the date of termination of the Optionee’s employment from the Company and its subsidiaries by reason of death or Disability;
(d) Three (3) years after the Optionee terminates employment from the Company and its subsidiaries on account of Retirement; or
(e) Ten (10) years from the date of this Agreement. For purposes of this paragraph 3, termination shall occur at 11:59 P.M. (Central Time) on the applicable date described above, except that if the Optionee is terminated for Cause, termination shall occur immediately at the time of such termination. The Company is under no obligation, whatsoever, to update, remind or notify Optionee of any expiration date prior to the expiration of the options, regardless of whether Company voluntarily provides an update to Optionee or any other Plan Participant. If the Company divests a subsidiary, division or other business unit, then the Committee will have the discretion to determine whether or not such divestiture of a subsidiary, division or other business unit results in termination of the Optionee’s employment from the Company and its subsidiaries for purposes of this Agreement, which discretion the Committee may exercise on a case by case basis. In addition, if the Optionee takes a military, sick leave or other bona fide leave of absence from the Company and its subsidiaries, the Optionee will be considered to have terminated employment from the Company and its subsidiaries on the later of (i) the 91st day of such leave, or (ii) the last day that the Optionee’s right to reemployment following the end of such leave is guaranteed by law or contract with the Company or a subsidiary.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement, Non Qualified Stock Option Agreement (Snap on Inc), Non Qualified Stock Option Agreement (SNAP-ON Inc)
Termination of Option. The option and all rights granted by this Option Agreement, to the extent those rights have not been exercised, will terminate and become null and void on the sooner of:
(a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on Such date as is ten (10) years from the earliest date of the following dates:
(i) The Expiration Datethis Option Agreement;
(iib) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act The Option Termination Date as an officer of the Company or any subsidiary of the Companydefined in Section 1.4 hereof;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(ivc) The date which is six (6) three months from after the date Optionee ceases to continually serve as a Director of the Company, if such cessation is by disability, retirement, or dismissal other than for cause, as defined in Section 9.4 of the Plan, provided that in the event of Optionee's cessation of directorship under such terms, Optionee may exercise such option only to the extent that Optionee was entitled to exercise it on the date of the Optionee’s death or the 's cessation of directorship;
(d) The date the Optionee is determined by ceases to continually serve as a Director of the Company to be unable to perform his if such cessation is by voluntary termination or her duties dismissal for cause as an officer defined in Sections 9.3 and 9.4 of the Plan; or
(e) The date which is one year following the death of Optionee if Optionee dies while serving as a Director of the Company or any subsidiary of within the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous three-month period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of such directorship if such termination was by disability, retirement, or dismissal other than for cause. In the Optionee as an officer event of Optionee's death under such terms, the person or persons to whom Optionee's rights under the option shall pass, whether by will or by the applicable laws of descent and distribution, may exercise such option pursuant to Section 8.7 of the Company or any subsidiary of Plan only to the Company for Cause, on the earliest date on which the extent that Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right was entitled to exercise any options that have vested and are exercisable it on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of Optionee's death.
Appears in 3 contracts
Samples: Nonqualified Stock Option Agreement (Silverleaf Resorts Inc), Nonqualified Stock Option Agreement (Silverleaf Resorts Inc), Nonqualified Stock Option Agreement (Silverleaf Resorts Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested unexercised portion of the option herein granted shall automatically and are exercisable shall without notice terminate on and become null and void at the time of the earliest of the following datesto occur:
(ia) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months expiration of ten years from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Companyoption was granted;
(iiib) In the event expiration of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months 60 days from the date of the OptioneeParticipant’s death or Termination of Employment; provided, however, that (i) if the date Participant’s Termination of Employment is due to the Optionee Disability of the Participant, the provisions of sub-paragraph (c) below shall apply, (ii) if the Participant’s Termination of Employment is determined by the Company due to be unable to perform his or her duties death during employment by the Employer or an Affiliate or the Participant dies during the 60-day period following the date of the Participant’s Termination of Employment, the provisions of sub-paragraph (d) below shall apply; (iii) if the Participant experiences a Termination of Employment due to his or her Retirement, the provisions of sub-paragraph (e) below shall apply; (iv) if the Participant experiences a Termination of Employment due to his or her “Early Retirement” (defined as at least 55 years of age at the time of termination with at least five credited years of service with the Company or an officer Affiliate) at the time of the Participant’s Termination of Employment, the provisions of sub-paragraph (f) below shall apply; and (v) if the Participant experiences a Termination of Employment without Cause, and not due to the Participant’s Retirement or as described in Section 2(c) above that is not followed by an immediate re-hire by the Company or any subsidiary of its Affiliates, and provided the Company as a result Participant is entitled to continued vesting through the Severance Period pursuant to Section 2(b)(ii), the provisions of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve sub-paragraph (12g) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable below shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicableapply.
(c) For purposes of this if Section 73(b)(i) applies, the Optionee will be deemed not to have ceased to act as an officer expiration of 12 months after the Participant’s Termination of Employment because of Disability of the Company or any subsidiary Participant; provided, however, that if such Participant shall die during such 12 month period, then the unexercised portion shall become null and void 12 months after the death of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.Participant;
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the aboveSection 3(b)(ii) applies, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer expiration of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) 12 months after the death of the Participant;
(e) if Section 3(b)(iii) applies, the expiration of 36 months after the Retirement of the Participant; provided, however, that if such Participant shall die during the 36 month period following the date of deathsuch Participant’s Retirement, then the unexercised portion shall become null and void on the later of (i) the expiration of 36 months after the Retirement of Participant, and (ii) 12 months after the death of the Participant;
(f) if Section 3(b)(iv) applies, the expiration of 12 months after the Participant’s Termination of Employment; provided, however, that if such Participant shall die during such 12 month period, then the unexercised portion shall become null and void on the later of (i) the expiration of 12 months after the Participant’s Termination of Employment, and (ii) 12 months after the death of the Participant; and
(g) if Section 3(b)(v) applies, the expiration of 60 days following the Severance Period; provided, however, that if such Participant shall die during such Severance Period, then the unexercised portion shall become null and void on the later of (i) the expiration of 60 days following the Severance Period, and (ii) 12 months after the death of the Participant.
Appears in 3 contracts
Samples: Stock Option Grant Award Agreement (Broadridge Financial Solutions, Inc.), Stock Option Grant Award Agreement (Broadridge Financial Solutions, Inc.), Stock Option Grant Award Agreement (Broadridge Financial Solutions, Inc.)
Termination of Option. Subject to the provisions of the next succeeding sentence, unless the Company’s Board of Directors or the Compensation Committee of the Company’s Board of Directors (the “Committee”) determines otherwise, or unless a written agreement between the Optionee and the Company otherwise sets forth, if the Optionee’s Employment (as defined below) terminates, the Optionee may exercise the Option during the 90-day period beginning the day after the effective date of that termination to the extent, but only to the extent, the Option was exercisable immediately prior to that effective date, provided that the Option will not be exercisable in any event on or after the Expiration Date. Notwithstanding the foregoing, if the Company terminates the Optionee’s Employment for Cause (as defined below), the Option will terminate effective as of the date of that termination. As used herein, (a) The “Employment” means the salaried employment of the Optionee by the Company or one of its subsidiaries, and the transfer of the Optionee’s right salaried employment from the Company to exercise any options that have vested and are exercisable shall terminate on the earliest one of its subsidiaries or from one subsidiary of the following dates:
Company to the Company or another of its subsidiaries will not constitute a termination of the Optionee’s Employment for purposes of this Section 4, and (b) ”Cause” for the Company’s termination of the Optionee’s Employment means (i) The Expiration Date;
the Optionee’s conviction of a felony crime (or the Optionee’s entering of a plea of nolo contendere to any charge against the Optionee of a felony crime) of any kind, (ii) Subject the Optionee’s violation of a Company policy that provides for termination of employment in the event of such a violation or (iii) the Optionee’s continuing failure (except by reason of the Employee’s incapacity attributable to subsections (cphysical or mental illness or injury) to substantially perform the duties and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an responsibilities any general manager or executive officer of the Company or any subsidiary of the Company;
(iii) In the event of the termination of assigns to the Optionee as an officer of (provided those duties and responsibilities are commensurate and consistent with the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on capacity in which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of employed with the Company or a subsidiary of the Company) for a period of 20 days after the Company in some other capacity immediately upon ceasing has delivered to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of a written demand for substantial performance which specifically identifies the Company or any subsidiary of bases for the Company for reasons other than a termination for Cause or for disability in accordance with the above, the OptioneeCompany’s right to exercise any options determination that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company has not substantially performed his or any subsidiary of the Company shall terminate on the earliest of the Expiration Date her duties and the date which is six (6) months after the date of deathresponsibilities.
Appears in 2 contracts
Samples: Non Qualified Stock Option Award Agreement, Non Qualified Stock Option Award Agreement (Us Concrete Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested Any unexercised portion of the Option shall automatically and are exercisable shall without notice terminate on and become null and void at the time of the earliest of the following datesto occur of:
(i) The Expiration Datethree (3) months after the date on which the Optionee’s service with the Company and its Subsidiaries is terminated for any reason other than by reason of (A) Cause, which, solely for purposes of this Agreement, shall mean the termination of the Optionee’s service by reason of the Optionee’s willful misconduct or gross negligence, (B) a mental or physical disability (within the meaning of Section 22(e) of the Internal Revenue Code of 1986, as amended) of the Optionee as determined by a medical doctor satisfactory to the Committee, or (C) death;
(ii) Subject to subsections immediately upon the termination of the Optionee’s service with the Company and its Subsidiaries for Cause;
(ciii) and twelve (d12) below, months after the date on which the Optionee’s service with the Company and its Subsidiaries is six terminated by reason of a mental or physical disability (6within the meaning of Section 22(e) of the Internal Revenue Code of 1986, as amended) as determined by a medical doctor satisfactory to the Committee;
(iv) twelve (12) months from after the date of termination of the Optionee’s service with the Company and its Subsidiaries by reason of the death of the Optionee (or if later, three months after the date on which the Optionee ceases to act as an officer shall die if such death shall occur during the one year period specified in paragraph (iii) of this Section 6);
(v) immediately in the event that the Optionee shall file any lawsuit or arbitration claim against the Company or any subsidiary Subsidiary, or any of their respective officers, directors or shareholders of the Company;
(iiivi) In the tenth (10th) anniversary of the Date of Grant; or
(vii) termination under Section 12 hereof.
(b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the termination of the Optionee as an officer of the Company liquidation or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary dissolution of the Company, or as a result (2) any reorganization, merger, consolidation or other form of any dishonestycorporate transaction in which the Company does not survive, fraud, misconduct, unless the unauthorized use or disclosure of confidential information or trade secretssuccessor corporation, or conviction a parent or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company subsidiary of such termination; and
(ivsuccessor corporation, assumes the Option or substitutes an equivalent option or right pursuant to Section 10(c) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested Plan, and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case Committee or the Board in its sole discretion may by written notice (“cancellation notice”) cancel, effective upon the consummation of any corporate transaction described in Subsection 8(b)(i) of the termination Plan in which the Company does survive, any Option that remains unexercised on such date. The Committee or the Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee as an officer may condition his exercise of the Company or any subsidiary Option upon the consummation of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of a transaction referred to in this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position6(b).
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 2 contracts
Samples: Consulting Agreement (Bioheart, Inc.), Non Qualified Stock Option Agreement (Bioheart, Inc.)
Termination of Option. (a) The OptioneeUpon termination of Xxxxxxx’s right to exercise any options that have vested and are exercisable shall terminate on employment by reason of Retirement, the earliest Grantee may, until the earlier of (i) the expiration of the Term of this Option or (ii) sixty (60) months from the date of termination of employment, exercise this Option or any portion thereof to the extent exercisable during such period.
(b) Upon termination of Xxxxxxx’s employment by reason of death or Disability (as determined by the Committee), the Grantee or the Grantee’s Successor may exercise that portion of this Option which is exercisable at the date of such termination until the earlier of the expiration of the Term of this Option or twelve (12) months following datessuch termination.
(c) Upon termination of Xxxxxxx’s employment for a reason other than death, Disability or Retirement during the Term of the Option, the Grantee may exercise the Option to the extent exercisable at the date of termination of employment until the earlier of:
(i) The Expiration Date;the expiration of the Term of the Option; or
(ii) Subject to subsections Three (c) and (d) below, the date which is six (63) months from the date on which the Optionee ceases to act as an officer following such termination of the Company or any subsidiary of the Company;
(iii) In employment; provided, however, that in the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result employment of a breach Grantee on account of the Optionee’s obligations fraud, dishonesty or other acts detrimental to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant interests of the Company or a subsidiary Subsidiary, this Option and any and all rights hereunder shall automatically terminate as of the Company in some other capacity immediately upon ceasing to act in the Original Positiondate of such termination of employment.
(d) Also notwithstanding If the forgoingGrantee’s employment is terminated for any reason whatsoever by the Company or a Subsidiary within one (1) year of the Effective Date of the Option, if the Optionee dies after he or she ceases Option shall terminate immediately upon such termination of employment.
(e) A transfer of the Grantee’s employment from the Company to be an officer a Subsidiary of the Company or vice versa, or from one Subsidiary to another, without an intervening period, shall not be deemed a termination of employment with the Company.
(f) Exercise of this Option or any subsidiary installment hereunder by the Grantee or the Successor of the Company for reasons other than a termination for Cause or for disability in accordance with the aboveGrantee, the Optionee’s right shall be subject to exercise any options that have vested all terms and are exercisable on the date the Optionee ceases to be an officer conditions of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deathPlan.
Appears in 2 contracts
Samples: Stock Option Agreement (Texas Industries Inc), Stock Option Agreement (Texas Industries Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable To the extent not previously exercised, the Option shall terminate on the earliest Expiration Date; provided, however, that except as otherwise provided in this Section 5 the Option may not be exercised more than thirty (30) days after the termination of Optionee's Continuous Status as an Employee, Director or Consultant for any reason (other than upon Optionee's death or disability). Within such thirty (30) day period, Optionee may exercise the following dates:Option only to the extent the same was exercisable on the date of such termination of Optionee's Continuous Status as an Employee, Director or Consultant, and said right to exercise shall terminate at the end of such period.
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(iiib) In the event of the a termination of the Optionee Optionee's Continuous Status as an officer of the Company Employee, Director or any subsidiary of the Company Consultant as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct's disability, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to Option shall be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last exercisable for a continuous period of twelve (12) months from the date of such termination of Optionee's Continuous Status as an Employee, Director or more (Consultant, but in no event later than the “Disability Determination Date”).
(b) The Optionee’s right Expiration Date and only to exercise any options the extent that have not vested and are not the Option was exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes In the event of this Section 7a termination of Optionee's Continuous Status as an Employee, Director or Consultant as a result of Optionee's death, the Optionee Option shall be exercisable by the Optionee's estate (or by the person who acquires the right to exercise the Option by will be deemed not or by the laws descent and distribution or by designation pursuant to have ceased to act as an officer Section 6(d) of the Company or any subsidiary Plan) for a period of twelve (12) months from the Company (date of such termination, but in no event later than the “Original Position”) if Expiration Date and only to the extent that the Optionee continues was entitled to act as an employee, officer, director or consultant exercise the Option on the date of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Positiondeath.
(d) Also notwithstanding Notwithstanding anything herein to the forgoingcontrary, if no portion of any Option which is not exercisable by the Optionee dies after he upon a termination of Optionee's continuous status as an Employee, Director or she ceases to be an officer Consultant shall thereafter become exercisable, regardless of the Company or any subsidiary of the Company reason for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deathsuch termination.
Appears in 2 contracts
Samples: Nonstatutory Stock Option Agreement (Triteal Corp), Incentive Stock Option Agreement (Triteal Corp)
Termination of Option. (a) The Optionee’s right to exercise Upon termination of employment or service as a director with the Company and its Subsidiaries of the Optionee for any options that have vested and are exercisable reason other than death, disability (as defined in Paragraph (c) of this Section 7) or "cause" (as defined in Paragraph (b) of this Section 7), whether by reason of resignation or discharge, the Option shall terminate on the earliest earlier of the following dates:
(i) The Expiration Date;
the date of its expiration under Section 3 or (ii) Subject to subsections (c) and (d) below, the date which is six (6) three months from the date on which the Optionee ceases to act Optionee's employment or service as an officer a director terminated.
(b) If the Company terminates the employment or directorship of the Company Optionee for "cause," the Option shall terminate on the date his employment or directorship is terminated. For purposes of this Agreement, the Optionee's employment or directorship shall be deemed terminated for "cause" if his employment or directorship terminates for (i) willful violation by the Optionee of any subsidiary rule or regulation that may be established from time to time for the conduct of the Company;
's business, (ii) failure or inability by the Optionee for any reason to devote his full business time to the Company's business, (iii) In gross neglect by the event Optionee of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary interests of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) breach of fiduciary duty involving personal profit, (v) willful violation by the Optionee of any law, rule or regulation (other than traffic violations or similar minor offenses), or (vi) material breach by the Optionee of any provision of an agreement between Optionee and the Company or its Subsidiaries (as defined in Section 1 of the Plan).
(c) The Option shall terminate on the earlier of (i) the date which is of its expiration under Section 3 or (ii) six (6) months from the date of the Optionee’s death or the date 's permanent disability, provided: (i) the Optionee is determined by at the Company to be unable to perform time of his disability was in the employ or her duties serving as an officer a director of the Company or any subsidiary of its Subsidiaries and (ii) the Optionee was entitled to exercise a portion or all of the Company as a result Option on the day immediately prior to his disability. For purposes of any mental or physical disability that is expected to result this Agreement, "disability" shall have the meaning set forth in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”Code Section 22(e)(3).
(bd) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on If the earliest of the following dates:
Optionee dies (i) The date the Optionee ceases to act while he is employed by or serving as an officer a director of the Company or any subsidiary of the Company;
its Subsidiaries, or (ii) In the case of the after termination of employment or directorship but within the Optionee as an officer of the Company period provided in Paragraph (a) or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee person or persons to whom the Optionee's rights are transferred by will be deemed not to have ceased to act as an officer or the laws of descent and distribution may exercise that portion of the Company or any subsidiary Option that is exercisable at the time of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or death for a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable period ending on the date the Optionee ceases to be an officer earlier of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and (i) the date which is of its expiration under Section 3 or (ii) six (6) months after the date of death.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (Vari Lite International Inc), Nonqualified Stock Option Agreement (Vari Lite International Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable This Option shall terminate on and may no longer be exercised if Optionee ceases to be employed by the earliest Company or one of its subsidiaries (a defined in the following datesPlan) except:
(i) The if Optionee's employment shall be terminated for any reason other than gross and willful misconduct, death, disability or retirement, Optionee may, at any time before (A) the expiration of ninety (90) days after such termination or (B) the Expiration Date, whichever shall first occur, exercise this Option (x) to the extent that the Option was exercisable on the date of the termination of employment in the case of voluntary termination or (y) to the extent that the Option was or would become exercisable on or before the expiration of such ninety (90) day period in the case of involuntary termination; provided, however, that if, immediately prior to such termination of employment, Optionee was an "officer" as defined in Rule 16a.1(f) promulgated under the Exchange Act, the periods of exercisability referred to in clauses (x) and (y) above (but not the acceleration of vesting referred to in clause (y)) shall be extended from ninety (90) days to seven (7) months after the date of such termination;
(ii) Subject if Optionee's employment shall be terminated by reason of Optionee's gross and willful misconduct during the course of employment (as may be determined by the Committee in its sole and absolute discretion), including but not limited to subsections (c) and (d) belowwrongful appropriation of funds of the employer or the commission of a gross misdemeanor or felony, this Option shall be terminated as of the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Companymisconduct and Optionee shall have no further rights hereunder;
(iii) In if Optionee's employment shall be terminated by reason of Optionee's death, this Option will become fully exercisable and may be exercised by Optionee's Representative (as defined below) at any time before (A) the event expiration of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law three (except minor violations3) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from years after the date of death or (B) the Expiration Date, whichever shall first occur;
(A) if Optionee’s 's employment shall be terminated by reason of Optionee's disability (other than Total Disability), as may be determined by the Committee in its sole and absolute discretion, this Option may be exercised, to the extent that the Option was exercisable on the date of disability, by Optionee or Optionee's guardian or legal representative, at any time before (x) the expiration of one (1) year after the date Optionee's employment was terminated by reason of such disability or (y) the Expiration Date, whichever shall first occur or (B) if Optionee's employment shall be terminated by reason of Optionee's Total Disability, this Option will become fully exercisable and may be exercised by Optionee or Optionee's guardian or legal representative at any time before (x) the expiration of three (3) years after the date Optionee's employment was terminated by reason of such disability or (y) the Expiration Date, whichever shall first occur;
(v) if Optionee's employment shall be terminated by Optionee's Retirement (as defined below), this Option will become fully exercisable and may be exercised by Optionee before (A) the expiration of three (3) years after such date or (B) the Expiration Date, whichever shall first occur; or
(vi) if Optionee dies or becomes disabled (as may be determined by the Committee in its sole and absolute discretion) during the time of exercisability after termination of employment provided in clause (i) of this Section 5(a), this Option may be exercised, to the extent that the Option was exercisable on the date of death or disability: (A) in the case of death, by Optionee's Representative or (B) in the case of disability, by Optionee or Optionee's guardian or legal representative before (x) the expiration of one (1) year after the date of death or the date onset of such disability or (y) the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Expiration Date”), whichever shall first occur.
(b) The Notwithstanding the provisions contained in Section 5(a) above, but subject to the other terms and conditions set forth herein, in the event that, within one (1) year following a Change in Control, Optionee’s 's employment is terminated for any reason other than for gross and wilful misconduct (including Optionee's voluntary termination), Optionee shall have the right to exercise the Option in whole or in part at any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
time before (i) The the expiration of one (1) year after the date the Optionee ceases to act as an officer of the Company such termination of employment or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Expiration Date, as applicablewhichever shall first occur.
(c) For purposes of this Section 7Agreement, the Optionee will following terms shall be deemed not to have ceased to act defined as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.follows:
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Metris Companies Inc), Non Qualified Stock Option Agreement (Metris Companies Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable Unless the Option terminates earlier as provided in this Section 6 the Option shall terminate and become null and void at the close of business at the Company’s principal business office on the earliest of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from day before the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer tenth anniversary of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more Grant Date (the “Disability Determination Option General Expiration Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the . If Optionee ceases to be an officer employee of the Company or for any subsidiary reason the Option shall not continue to vest after such cessation of service as an employee of the Company.
(a) If Optionee ceases to be an employee of the Company shall terminate and any Subsidiary Corporation due to death or Disability, (i) the portion of the Option that was exercisable on the earliest date of such cessation of employment shall remain exercisable for, and shall otherwise terminate and become null and void at the Expiration Date and close of business at the date which is six Company’s principal business office on the day that is, twelve (612) months after the date of deathsuch death or Disability, but in no event after the Option General Expiration Date; and (ii) the portion of the Option that was not exercisable on the date of such cessation of employment shall be forfeited and become null and void immediately upon such cessation.
(b) If Optionee ceases to be an employee of the Company or a Subsidiary Corporation for any reason other than death or Disability (i) the portion of the Option that was exercisable on the date of such cessation of employment shall remain exercisable for, and shall otherwise terminate and become null and void at the close of business at the Company’s principal business office on the day that is three (3) months after the date of such cessation of employment, but in no event after the Option General Expiration Date, and (ii) the portion of the Option that was not exercisable on the date of such cessation of employment shall be forfeited and become null and void immediately upon such cessation.
(c) Upon the death of Optionee prior to the expiration of the Option, Optionee’s executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to the termination of the Option to exercise the Option with respect to the number of shares that Optionee would have been entitled to exercise if he were still alive.
Appears in 2 contracts
Samples: Incentive Stock Option Award Agreement (RigNet, Inc.), Incentive Stock Option Award Agreement (RigNet, Inc.)
Termination of Option. If the Optionee shall cease to be employed by the Company or any subsidiary as the result of his dismissal without cause, then the Option, to the extent that it is exercisable by him at the time he ceases to be employed by the Company or any subsidiary, and only to the extent that the Option is exercisable as of such time, may be exercised by him within three (a3) The Optionee’s right to exercise any options months after such time; provided, however, that have vested and are exercisable shall terminate on the earliest of the following dates:
Compensation Committee may, in its sole discretion, determine that he has more than three (i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (63) months from the date on which he ceases to be employed by the Company or any subsidiary to exercise the Option. If the Optionee shall cease to be employed by the Company or any subsidiary as the result of his dismissal for cause (as determined by the Board of Directors in its sole discretion), then the Compensation Committee may, in its sole discretion, determine that the Option, to the extent that it is exercisable by the Optionee at the time he ceases to act be employed by the Company or any subsidiary, and only to the extent that the Option is exercisable as an officer of such time, may be exercised by him within thirty (30) days after such time. If the Optionee shall cease to be employed by the Company or any subsidiary as the result of his disability, then the Option, to the extent that it is exercisable by him at the time he ceases to be employed by the Company or any subsidiary, and only to the extent that the Option is exercisable as of such time, may be exercised by him within twelve (12) months after such time. If the Optionee shall voluntarily terminate his employment with the Company or any subsidiary, then the Option, to the extent that it is exercisable by the Optionee at the time he ceases to be employed by the Company or any subsidiary, and only to the extent that the Option is exercisable as of such time, may be exercised by him within three (3) months after such time; provided, however, that the Compensation Committee may, in its sole discretion, determine that he has more than three (3) months from the date he ceases to be employed by the Company or any subsidiary to exercise the Option. If the Optionee shall die while in the employ of the Company or any subsidiary subsidiary, his estate, personal representative, or beneficiary shall have the right, subject to the provisions of Paragraph 3, to exercise the Company;
Option (iii) In to the event of the termination of extent that the Optionee as an officer would have been entitled to do so at the time of the Company or his death) at any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law time within twelve (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (612) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Savient Pharmaceuticals Inc), Stock Option Agreement (Savient Pharmaceuticals Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest unexercised portion of the following datesOption issued under this Agreement shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following:
(i) The Expiration Datethe expiration of the Option Term;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) The expiration of 12 months from the date on which of an Involuntary Termination provided, however, that the Option may be exercised only to the extent that the Optionee ceases had the right to act exercise such Option as an officer of the Company or any subsidiary date of the Companytermination of employment;
(iii) In the event expiration of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law three (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (63) months from the date of the termination of the Optionee’s death or the date the Optionee is determined employment by the Company or any of its subsidiaries, unless such termination is an Involuntary Termination or a Termination of Association provided, however, that the Option may be exercised only to the extent that the Optionee had the right to exercise such Option as of the date of termination of employment;
(iv) upon the date of a Termination of Association;
(v) the effective date of a corporate transaction as defined in Section 10 of the 1991 Plan to which Section 10 of the 1991 Plan relating to assumptions and substitutions of Options does not apply; provided, however, that an Optionee’s right to exercise any Option outstanding prior to such effective date shall in all events be unable suspended during the period commencing 10 days prior to perform his the proposed effective date of such corporate transaction and ending on either the actual effective date of such corporate transaction or her duties as an officer upon receipt of notice from the Company that such corporate transaction will not in fact occur; and
(vi) except to the extent permitted by Section 10 of the 1991 Plan, the date on which such Option or any part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of descent or distribution), assigned, pledged, hypothecated, attached or otherwise disposed of by the Optionee.
(b) As used in this Agreement, the following definitions apply: Termination for Exceptional Cause shall mean:
(i) the Optionee’s willful misconduct with respect to the business and affairs of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).thereof;
(bii) The the Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest gross neglect of the following dates:
(i) The date the Optionee ceases duties or failure to act as an officer which materially and adversely affects the business or affairs of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such terminationthereof; andor
(iii) The date the Employee’s commission of the Optionee’s death an act involving embezzlement or the Disability Determination Date, as applicablefraud or conviction for any felony.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 2 contracts
Samples: Nontransferable Incentive Stock Option Agreement (Osteotech Inc), Non Qualified Stock Option Agreement (Osteotech Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest unexercised portion of the following datesOption issued under this Agreement shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following:
(i) The Expiration Datethe expiration of the Option Term;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) The expiration of 12 months from the date on which of an Involuntary Termination provided, however, that the Option may be exercised only to the extent that the Optionee ceases had the right to act exercise such Option as an officer of the Company or any subsidiary date of the Companytermination of employment;
(iii) In the event expiration of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law three (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (63) months from the date of the termination of the Optionee’s death or the date the Optionee is determined 's employment by the Company or any of its subsidiaries, unless such termination is an Involuntary Termination or a Termination of Association provided, however, that the Option may be exercised only to the extent that the Optionee had the right to exercise such Option as of the date of termination of employment;
(iv) upon the date of a Termination of Association;
(v) the effective date of a corporate transaction as defined in Section 10 of the 1991 Plan to which Section 10 of the 1991 Plan relating to assumptions and substitutions of Options does not apply; provided, however, that an Optionee's right to exercise any Option outstanding prior to such effective date shall in all events be unable suspended during the period commencing 10 days prior to perform his the proposed effective date of such corporate transaction and ending on either the actual effective date of such corporate transaction or her duties as an officer upon receipt of notice from the Company that such corporate transaction will not in fact occur; and
(vi) except to the extent permitted by Section 10 of the 1991 Plan, the date on which such Option or any part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of descent or distribution), assigned, pledged, hypothecated, attached or otherwise disposed of by the Optionee.
(b) As used in this Agreement, the following definitions apply: Termination for Exceptional Cause shall mean:
(i) the Optionee's willful misconduct with respect to the business and affairs of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).thereof;
(bii) The the Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest 's gross neglect of the following dates:
(i) The date the Optionee ceases duties or failure to act as an officer which materially and adversely affects the business or affairs of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such terminationthereof; andor
(iii) The date the Employee's commission of the Optionee’s death an act involving embezzlement or the Disability Determination Date, as applicablefraud or conviction for any felony.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Osteotech Inc), Non Qualified Stock Option Agreement (Osteotech Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates:
(ia) The Expiration Date;
(iib) Subject to subsections (c) and (d) below, the date which is six thirty (630) months days from the date on which the Optionee ceases to act as an a director or officer of the Company or any subsidiary of the Company;
(iiic) In the event of the termination of the Optionee as an a director or officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, whether or not such obligations arise under the terms of his or her management services agreement or otherwise, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(ivd) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an a director or officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on . Notwithstanding the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7foregoing, the Optionee will be deemed not to have ceased to act as an a director or officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) . Also notwithstanding the forgoingforegoing, if the Optionee dies after he or she ceases to be an a director or officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an a director or officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Royalite Petroleum Co Inc.), Incentive Stock Option Agreement (Royalite Petroleum Co Inc.)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest portion of the vested Option that is not deemed exercised pursuant to Section 4 as of the thirtieth (30th) day following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which of termination of Employee’s service with GreenSky will terminate automatically at the close of business on that date (or if termination of Employee’s service is six (6) months from by GreenSky for Cause, retroactive to the date on which GreenSky provided Employee with written notice of Employee’s failure that constituted Cause). For purposes of this Agreement, “Cause” means (1) the Optionee ceases negligent or willful continued failure of Employee to act as an officer substantially perform Employee’s duties with GreenSky (other than any such failure resulting from any mental or physical impairment of Employee, but specifically including any material failure by Employee to meet reasonable performance expectations set forth by GreenSky); (2) the failure to abide by the reasonable and lawful directives of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary Managers of the Company, or as a result (3) Employee’s commitment of any act which, if prosecuted, would constitute a felony, or Employee’s commitment or conviction of, or plea of no contest to, any crime involving dishonesty, fraudfraud or moral turpitude; (4) any conduct by Employee that causes material harm to the business, misconduct, the unauthorized use standing or disclosure reputation of confidential information GreenSky or trade secrets, its Members; or conviction or confession of a crime punishable (5) any material breach by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result Employee of any mental material obligations Employee may owe to GreenSky or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”)its Members.
(b) The Optionee’s right This Option Agreement and any portion of the vested Option not either terminated pursuant to exercise any options that have not vested subsection 6(a) or already deemed exercised will terminate automatically and are not exercisable shall terminate without further notice at the close of business on the earliest of day prior to the following dates:
(i) The date day the Optionee ceases to act as an officer of Option would be deemed exercised in the Company event Employee or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, Employee’s successor on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the OptioneeEmployee’s death has not paid the Exercise Price or the Disability Determination Date, as applicableapplicable tax withholdings prior to such time.
(c) For purposes of this Section 7, In no event may the Optionee will Option be deemed not exercised after termination pursuant to have ceased to act as an officer of the Company subsections 6(a) or any subsidiary of the Company (the “Original Position”6(b) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Positionabove.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer The portion of the Company or any subsidiary Option that is not vested at such time will terminate automatically at the close of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable business on the date of termination of Employee’s service with GreenSky (or if termination of Employee’s service is by GreenSky for Cause, retroactive to the Optionee ceases date GreenSky provided Employee with written notice of Employee’s failure that constituted Cause).
(e) The Company shall have the right, upon notice to be an officer Employee, to substitute a profits interest for part or all of the Company or any subsidiary Option, including through the capping of the Company shall terminate on Option and issuing a profits interest in substitution for future appreciation, provided that the earliest Option is treated substantially similarly to other outstanding options to purchase Class A Units held by other Managers and employees of the Expiration Date and the date which is six (6) months after the date of deathCompany.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest unexercised portion of the following datesOption (which portion was otherwise exercisable) shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following:
(i) The Expiration Datethe expiration of the Option Term;
(ii) Subject the expiration of three months from the date that the Optionee ceases to subsections be an employee of a Participating Company (cother than as a result of a Total Disability (as defined in subparagraph (iii) below), a Resignation (as defined in subparagraph (iv) below) or a Termination For Cause (as defined in subparagraph (iv) below)); provided, however, that if the Optionee shall die during such three-month period, the time of termination of the unexercised portion of the Option shall be determined in accordance with subparagraph (iii) below;
(iii) the expiration of 12 months from the date that the Optionee ceases to be an employee of a Participating Company as a result of the Optionee's complete and permanent inability to perform all of his or her duties under the terms of his or her employment with any Participating Company, as determined by the Committee upon the basis of such evidence, including independent medical reports and data, as the Committee deems appropriate or necessary (da "Total Disability");
(iv) immediately if the Optionee ceases to be employed by any Participating Company if such termination is a voluntary termination by the Optionee (a "Resignation") or a termination for cause or is otherwise attributable to a breach by the Optionee of an employment, noncompetition or other similar agreement with a Participating Company (any such termination, determined in accordance with paragraph (b) below, a "Termination For Cause"); provided, however, a retirement in accordance with the date which is six terms and conditions of a retirement plan adopted by a Participating Company shall not be deemed to be a Resignation;
(6v) months from except to the extent permitted by Section 14(a) of the Plan, the date on which the Optionee ceases to act as an officer of the Company Option or any subsidiary part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of the Company;
(iii) In the event descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of by the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest Any unexercised portion of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on Option which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed was not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer employed by any Participating Company shall terminate at midnight on the date on which such employment ceases.
(c) The Board of the Company or any subsidiary Directors of the Company shall terminate on have the earliest of the Expiration Date power to determine what constitutes a Termination For Cause, and the date upon which is six such Termination For Cause occurs. Any such determination shall be final, conclusive and binding upon the Optionee.
(6d) months after Anything contained herein to the date contrary notwithstanding, the Option shall not be affected by any change of deathduties or position of the Optionee (including a transfer to or from any Participating Company), so long as the Optionee continues to be an officer or employee of a Participating Company.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (E Sync Networks Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are unexercised portion of the Option (which portion was otherwise exercisable shall terminate on the earliest date of termination) (the "Unexercised Portion") shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following datesfollowing:
(i) The Expiration Datethe expiration of the Option Term;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) expiration of three months from the date on which that the Optionee ceases to act be an employee of, or in the case of a nonemployee Optionee, from the date such Optionee ceases providing services to, the Company and all other corporations which at the time the Option is granted qualify as an officer "subsidiary corporations" of the Company or any subsidiary under Section 424(f) of the Code (any of the aforementioned, including the Company, a "Participating Company") unless such termination or cessation occurs by reason of (i) a Relocation Event (as defined in Section 8.2 of the Plan); (ii) Disability or Retirement (as such terms are defined in Section 8.3 of the Plan), (iii) death, or (iv) a Special Event (as defined in Section 8.5 of the Plan), provided that, in the case of a Special Event, the Committee shall have modified such Option to remain exercisable as provided in Section 8.5 of the Plan;
(iii) In with respect to a Relocation Event, the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result expiration of a breach of the Optionee’s obligations period equal to the Company or any subsidiary lesser of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of period the Company or any subsidiary of Unexercised Portion would be exercisable absent the Company;
Relocation Event and (ii) In the case of period such Unexercised Portion would be exercisable if granted to the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act spouse continuing as an employee, officer, director or consultant independent contractor of a Participating Company on the date originally granted to the terminated spouse;
(iv) with respect to the Disability or Retirement of the Company or a subsidiary Optionee, the expiration of the Company in some other capacity immediately upon ceasing to act in the Original Position.Option Term;
(dv) Also notwithstanding with respect to the forgoingdeath of the Optionee, the expiration of three (3) years from the date of death (subject to the limitation set forth in Section 5.7 of the Plan and only if exercised by the Designated Beneficiary (as defined in Section 8.4 of the Plan) of the Optionee or the Optionee's personal representatives, heirs or legatees); provided, however, that if the Optionee dies after he following a termination of employment or, in the case of a nonemployee officer or she ceases director, status as an officer or director due to Retirement, Disability or a Special Event, if such death occurs before the Option is exercised, the Option held by the Optionee on the date of termination shall be exercisable by the Designated Beneficiary or the Optionee's personal representatives, heirs or legatees, as the case may be, to the same extent such Option was exercisable by the Optionee following such termination of employment;
(vi) with respect to a Special Event, the expiration of the period specified by the Committee in the manner set forth in Section 8.5 of the Plan;
(vii) with respect to the Optionee's cessation of employment with any Participating Company resulting from a voluntary termination by the Optionee (a "Resignation") or a termination for cause (as described in the second paragraph of Section 8.1 of the Plan) or is otherwise attributable to a breach by the Optionee of an employment, noncompetition or other similar agreement with a Participating Company;
(viii) except to the extent permitted by Article 7 of the Plan, the date on which the Option or any part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of by the Optionee.
(b) Anything contained herein to the contrary notwithstanding, the Option shall not be affected by any change of duties or position of the Optionee (including a transfer to or from any Participating Company), so long as the Optionee continues to be an employee of a Participating Company.
(c) In the case of an employee, officer or director on an approved leave of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the aboveabsence, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to Option of such person shall not be an officer affected unless such leave of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date absence is longer than 13 weeks in which is six (6) months after case the date of deathexercisability of such Option shall be postponed for a period equal to the length of such leave of absence unless waived by the Committee.
Appears in 1 contract
Termination of Option. Except as provided below in this Section, this Option shall terminate and may not be exercised if Optionee ceases to be employed by the Company or any Parent or Subsidiary of the Company (or in the case of a nonqualified stock option, an Affiliate of the Company). Optionee shall be considered to be employed by the Company if Optionee is an officer, director or full-time employee of the Company, or any Parent, Subsidiary or Affiliate of the Company or if the Board of Director determines that Optionee is rendering substantial services as a part-time employee, consultant or independent contractor to the Company or any Parent, Subsidiary or Affiliate of the Company. The Board of Directors of the Company shall have discretion to determine whether Optionee has ceased to be employed by the Company or any Parent, Subsidiary or Affiliate of the Company and the effective date on which such employment terminated (the "Termination Date").
(a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the If Optionee ceases to act as an officer be employed by the Company or any Parent, Subsidiary or Affiliate of the Company for any reason except death or disability, this Option, to the extent (and only to the extent that it would have been exercisable by Optionee on the Termination Date, may be exercised by Optionee within three (3) months after the Termination Date, but in any event no later than the Expiration Date.
(b) If Optionee's employment with the Company or any Parent, Subsidiary or Affiliate of the Company is terminated because of the death of Optionee or disability of Optionee within the meaning of Section 22(e)(3) of the Code, this Option, to the extent that it is exercisable by Optionee on the Termination Date, may be exercised by Optionee (or Optionee's legal representative) within twelve (12) months after the Termination Date, but in any event no later than the Expiration Date. Nothing in the Plan or this Grant shall confer on Optionee any right to continue in the employ of the Company or any subsidiary Parent, Subsidiary or Affiliate of the Company;
(iii) In Company or limit in any way the event of the termination of the Optionee as an officer right of the Company or any subsidiary Parent, Subsidiary or Affiliate of the Company as a result of a breach of the to terminate Optionee’s obligations to the Company 's employment at any time, with or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”)without cause.
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Termination of Option. (a) The This Option shall cease vesting upon termination of Optionee’s right employment relationship with Optionee’s employer (the “Employer”) (excluding a transfer to exercise the Company or any options that Parent, Subsidiary or Affiliate) and shall not be extended by any notice or equivalent period mandated under local law (e.g., a period of “garden leave” or similar period pursuant to local law) or as may be required by the terms of an employment agreement. Optionee’s employment relationship shall be considered to have vested terminated, and are exercisable shall terminate Optionee to have ceased to be employed by the Company or its Parent, Subsidiary or Affiliate, on the earliest of the following datesof:
(i1) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Employer delivers to Optionee notice terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment) unless Optionee is transferring employment to the Company, or any Parent, Subsidiary or Affiliate;
(2) the date on which Optionee delivers notice to his or her Employer that Optionee is terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment) unless Optionee is transferring employment to the Company, or any Parent, Subsidiary or Affiliate;
(3) the date on which Optionee ceases to act provide services to the Company, or any Parent, Subsidiary or Affiliate, as appropriate, except where Optionee is on an officer authorized leave of absence; or
(4) the date on which Optionee ceases to be considered an “employee” under Applicable Laws. The committee of the Board of Directors of the Company administering the Plan (the “Committee”) shall have discretion to determine whether Optionee has ceased to be employed by the Company or any subsidiary Parent, Subsidiary or Affiliate, as appropriate, and the effective date on which such employment terminated. In addition, subject to Applicable Laws, the Committee in its sole discretion may suspend vesting of the Company;Option if Optionee takes a leave of absence from employment with the Company or its Parent, Subsidiary or Affiliate.
(iiib) In the event of the termination of the If Optionee as an officer of ceases to be employed by the Company or any subsidiary of the Company Parent, Subsidiary or Affiliate, as a result of a breach of the Optionee’s obligations appropriate, for any reason except death or Disability, this Option may be exercised to the Company or any subsidiary of extent (and only to the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violationsextent) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from that it would have been exercisable upon the date of the termination of Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve employment, within three (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (63) months after the date of deathtermination, subject to Section 2 above, but in any event no later than the Expiration Date of the Option. The date of termination of Optionee’s employment for purposes of this Agreement and any right to exercise this Option post-termination shall not be extended by any notice period mandated under local law, by contract or otherwise and shall be determined in accordance with Section 3(a) herein. If employment ceases because of death or Disability, this Option may be exercised to the extent (and only to the extent) specified in the Plan, subject to Section 2 above.
Appears in 1 contract
Samples: Stock Option Agreement (Oracle Corp)
Termination of Option. (a) The Optionee’s right Option and all rights hereunder with respect thereto, to exercise any options that the extent such rights shall not have vested and are exercisable been exercised, shall terminate and become null and void on the earliest sooner of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from termination of the date on which the Optionee ceases to act Grantee as an employee, officer or director of the Company or (ii) after the expiration of two (2) years from the Date of Grant (the "Option Term"). Notwithstanding the forgoing, any subsidiary Option which has vested at the time of termination of the Company;Grantee as an employee, officer or director of the Company shall expire two (2) years from the Date of Grant.
(iiib) In the event of the death of the Grantee, the Option may be exercised by the Grantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(c) if the Board finds by a majority vote after full consideration of the facts that a Grantee, before or after termination of his employment with the Optionee as Company or an officer Affiliate for any reason (i) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary affiliate of the Company, which conduct damaged the Company or as a result of any dishonesty, fraud, misconduct, the unauthorized use subsidiary or disclosure of confidential information or trade secretsaffiliate, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer disclosed trade secrets of the Company its subsidiary or any subsidiary of the Company as a result of any mental its affiliate, or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company participated, engaged in or any subsidiary of the Company for Causehad a material, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death financial or the Disability Determination Dateother interest, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act whether as an employee, officer, director director, consultant, contractor, shareholder, owner, or consultant otherwise, in any commercial endeavor anywhere which is competitive with the business of the Company or a subsidiary or Affiliate without the written consent of the Company in some other capacity immediately upon ceasing Company, the Grantee shall forfeit all outstanding Options. Clause (ii) shall not be deemed to act in have been violated solely by reason of the Original Position.
(d) Also notwithstanding the forgoingGrantee’s ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the Optionee dies after he or she ceases corporation. The decision of the Board as to be the cause of an officer of Employee's discharge, the damage done to the Company or a subsidiary or an affiliate, and the extent of any subsidiary Grantee’s competitive activity shall be final. No decision of the Company for reasons other than a termination for Cause or for disability in accordance with Board, however, shall affect the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer finality of the Company or any subsidiary discharge of the Company shall terminate on Employee by the earliest of the Expiration Date and the date which is six (6) months after the date of deathCompany.
Appears in 1 contract
Samples: Stock Option Agreement (Ricks Cabaret International Inc)
Termination of Option. (a) The OptioneeUpon termination of Grantee’s right to exercise any options that have vested and are exercisable shall terminate on employment by reason of Retirement, the earliest Grantee may, until the earlier of (i) the expiration of the Term of this Option or (ii) sixty (60) months from the date of termination of employment, exercise this Option or any portion thereof to the extent exercisable during such period.
(b) Upon termination of Grantee’s employment by reason of death or Disability (as determined by the Committee), the Grantee or the Grantee’s Successor may exercise that portion of this Option which is exercisable at the date of such termination until the earlier of the expiration of the Term of this Option or twelve (12) months following datessuch termination.
(c) Upon termination of Grantee’s employment for a reason other than death, Disability or Retirement during the Term of the Option, the Grantee may exercise the Option to the extent exercisable at the date of termination of employment until the earlier of:
(i) The Expiration Date;the expiration of the Term of the Option; or
(ii) Subject to subsections three (c) and (d) below, the date which is six (63) months from the date on which the Optionee ceases to act as an officer following such termination of the Company or any subsidiary of the Company;
(iii) In employment; provided, however, that in the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result employment of a breach Grantee on account of the Optionee’s obligations fraud, dishonesty or other acts detrimental to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant interests of the Company or a subsidiary Subsidiary, this Option and any and all rights hereunder shall automatically terminate as of the Company in some other capacity immediately upon ceasing to act in the Original Positiondate of such termination of employment.
(d) Also notwithstanding If the forgoingGrantee’s employment is terminated for any reason whatsoever by the Company or a Subsidiary within one (1) year of the Effective Date of the Option, if the Optionee dies after he or she ceases Option shall terminate immediately upon such termination of employment.
(e) A transfer of the Grantee’s employment from the Company to be an officer a Subsidiary of the Company or vice versa, or from one Subsidiary to another, without an intervening period, shall not be deemed a termination of employment with the Company.
(f) Exercise of this Option or any subsidiary installment hereunder by the Grantee or the Successor of the Company for reasons other than a termination for Cause or for disability in accordance with the aboveGrantee, the Optionee’s right shall be subject to exercise any options that have vested all terms and are exercisable on the date the Optionee ceases to be an officer conditions of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deathPlan.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right Option and all rights hereunder with respect thereto, to exercise any options that the extent such rights shall not have vested and are exercisable been exercised, shall terminate and become null and void on the earliest of the following dates:
(i) The Expiration Date;
July 15, 2025, if and only if the Option vests under section 2 of this Stock Option Agreement, or (ii) Subject July 15, 2021, if the Option does not vest under section 2 of this Stock Option Agreement, subject to subsections the occurrence of the events contemplated under clause (cb) of section 2 above whereby the Option would not terminate until July 15, 2022 (the “Option Term”). The Option Term will not be subject to early termination under sections 5(g) and (d5(i) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company 2015 Stock Option Plan with respect to death or any subsidiary of the Company;disability.
(iiib) In the event of the death of the Grantee, the Option may be exercised by the Grantee’s legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee as set forth herein.
(c) If the Committee finds by a majority vote after full consideration of the facts that a Grantee, before or after termination of his employment with the Optionee as Company or an officer Affiliate for any reason (i) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary affiliate of the Company, which conduct damaged the Company or as a result of any dishonesty, fraud, misconduct, the unauthorized use subsidiary or disclosure of confidential information or trade secretsaffiliate, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer disclosed trade secrets of the Company its subsidiary or any subsidiary of the Company as a result of any mental its affiliate, or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company participated, engaged in or any subsidiary of the Company for Causehad a material, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death financial or the Disability Determination Dateother interest, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act whether as an employee, officer, director director, consultant, contractor, shareholder, owner, or consultant otherwise, in any commercial endeavor anywhere which is competitive with the business of the Company or a subsidiary or Affiliate without the written consent of the Company in some other capacity immediately upon ceasing Company, the Grantee shall forfeit any and all outstanding rights under the Option. Clause (ii) shall not be deemed to act in have been violated solely by reason of the Original Position.
(d) Also notwithstanding the forgoingGrantee’s ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the Optionee dies after he or she ceases corporation. The decision of the Committee as to be the cause of an officer of Employee’s discharge, the damage done to the Company or any a subsidiary or an affiliate, and the extent of an Grantee’s competitive activity shall be final. No decision of the Company for reasons other than a termination for Cause or for disability in accordance with Committee, however, shall affect the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer finality of the Company or any subsidiary discharge of the Company shall terminate on Employee by the earliest of the Expiration Date and the date which is six (6) months after the date of deathCompany.
Appears in 1 contract
Samples: Stock Option Agreement (Torchlight Energy Resources Inc)
Termination of Option. The Option, and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on the earliest to occur of the following dates as follows:
(a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest tenth (10th) anniversary date of the following dates:
date hereof (i) The the "Expiration Date");
(iib) Subject to subsections (c) and (d) below, in the date which is six (6) months from the date on which the Optionee ceases to act as an officer of event Employee's employment with the Company or any subsidiary is terminated, other than by reason of death or Disability (as defined below) or termination for Cause (as defined below), then (i) this Option shall continue to vest and shall be exercisable as though Employee's employment with the CompanyCompany continued for a period of two (2) years following the date of termination of employment, and (ii) this Option shall terminate and shall no longer be exercisable after the passage of two (2) years from the date of termination of employment, but in no event later than the Expiration Date. In such a case, the Employee's only rights hereunder shall be those which have been properly exercised prior to the termination or earlier expiration of this Option;
(iiic) In in the event of the termination of the Optionee as an officer of Employee's employment with the Company or any subsidiary is terminated for Cause (as defined below), then no further installments of this Option shall vest or otherwise become exercisable, if such termination occurs during the Vesting Period, and this Option shall terminate and shall no longer be exercisable effective on the date of such termination. For purposes hereof, the term "Cause" shall mean conduct involving one or more of the Company following as a result of a breach determined by the Committee in its reasonable discretion: (i) the substantial and continuing failure of the Optionee’s obligations Employee, after notice thereof, to render services to the Company or any subsidiary in accordance with the terms or requirements of the CompanyEmployee's employment with the Company or any subsidiary; (ii) disloyalty, or as a result of any dishonestygross negligence, fraud, willful misconduct, the unauthorized use dishonesty or disclosure breach of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by fiduciary duty to the Company or any subsidiary; (iii) the commission of such terminationan act of embezzlement or fraud; and
(iv) The date which is six (6) months from the date deliberate disregard of the Optionee’s death rules or the date the Optionee is determined by policies of the Company which results in direct or indirect loss, damage or injury to be unable to perform his the Company or her duties as an officer any subsidiary; (v) the unauthorized disclosure of any trade secret or confidential information of the Company or any subsidiary subsidiary; or (vi) the commission of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to an act as an officer of which constitutes unfair competition with the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of or which induces any customer or supplier to break a contract with the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.subsidiary;
Appears in 1 contract
Termination of Option. (a) The Optionee’s right Option and all rights hereunder with respect thereto, to exercise any options that have vested and are exercisable the extent suchOption has vested, shall terminate on and become null and void after theexpiration of five (5) years from the earliest Date of Grant (the "Option Term").To the extent that the Option has not vested in accordance with Section 2above, then the non-vested portion of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) Option shall terminate andbecome null and (d) below, void upon the date which is six (6) months from termination of the date on which the Optionee ceases to act Grantee as an employee,officer of the Company or any subsidiary director of the Company;.
(iiib) In the event of the death of the Grantee, the Option may be exercised bythe Grantee's legal representative(s), but only to the extent that the Optionwould otherwise have been exercisable by the Grantee.
(c) In the event the Board (or Committee, if any) finds by a majority vote after full consideration of the facts that Grantee, before or after termination of his employment with the Optionee as Company or an officer Affiliate for any reason (i) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary affiliate of the Company, which conduct damaged the Company or as a result of any dishonesty, fraud, misconduct, the unauthorized use subsidiary or disclosure of confidential information or trade secretsaffiliate, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer disclosed trade secrets of the Company its subsidiary or any subsidiary of the Company as a result of any mental its affiliate, or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company participated, engaged in or any subsidiary of the Company for Causehad a material, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death financial or the Disability Determination Dateother interest, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act whether as an employee, officer, director director, consultant, contractor, shareholder, owner, or consultant otherwise, in any commercial endeavor anywhere which is competitive with the business of the Company or a subsidiary or Affiliate without the written consent of the Company in some other capacity immediately upon ceasing Company, the Grantee shall forfeit all outstanding Options. Clause (ii) shall not be deemed to act in have been violated solely by reason of the Original Position.
(d) Also notwithstanding the forgoingGrantee's ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the Optionee dies after he corporation. The decision of the Board (or she ceases Committee, if any) as to be an officer the cause of the Grantee's discharge, the damage done to the Company or any a subsidiary or an affiliate, and the extent of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to Grantee's competitive activity shall be an officer final. No decision of the Company Board (or any subsidiary Committee, if any) however, shall affect the finality of the Company shall terminate on the earliest discharge of the Expiration Date and Grantee by the date which is six (6) months after the date of deathCompany.
Appears in 1 contract
Termination of Option. Subject to Paragraph 1 hereof, the option granted hereunder, to the extent such option has not been exercised, shall terminate and become null and void upon the Employee’s ceasing to be employed by the Company, its parent, or subsidiary corporations (or by a corporation or subsidiary of such corporation issuing a new stock option or assuming such stock option in a transaction to which Section 425 of the Code is applicable), unless (i) such cessation of employment shall be because of (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on involuntary termination of employment by the earliest employer corporation which the Board of Directors of the employer corporation in its sole discretion shall determine to be without cause, (b) voluntary resignation of the Employee with the consent of the Board of Directors of the employer corporation, or (c) retirement in accordance with and as permitted by the terms and conditions of a retirement plan adopted by the employer corporation, in which case the option shall be exercisable within a period of three (3) months following dates:
(i) The Expiration Date;
the date of such cessation of employment, or (ii) Subject to subsections such cessation of employment shall be because of disability (cas determined by the Board in its discretion), in which case the option shall be exercisable within a period of one (1) and (d) below, year following the date of cessation of employment by the Employee, his/her guardian or legal representative, or because of death (or should death occur within three (3) months of such cessation), in which is case the option shall be exercisable within a period of six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from following the date of death by the Optioneeestate of the Employee or by the person or person(s) to whom the Employee’s death rights under the option shall pass by the Employee’s will or the date laws of descent and distribution. Anything herein to the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7contrary notwithstanding, the Optionee will be deemed not to have ceased to act as an officer of option granted hereunder shall in all events expire five (5) years from the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Positiongrant date.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Home Diagnostics Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest portion of the vested Option that is not deemed exercised pursuant to Section 4 as of the thirtieth (30th) day following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which of termination of Employee’s service with the Company will terminate automatically at the close of business on that date (or if termination of Employee’s service is six (6) months from by the Company for Cause, retroactive to the date on which the Optionee ceases Company provided Employee with written notice of Employee’s failure that constituted Cause). For purposes of this Agreement, “Cause” means (1) the negligent or willful continued failure of Employee to substantially perform Employee’s duties with the Company (other than any such failure resulting from any mental or physical impairment of Employee, but specifically including any material failure by Employee to meet reasonable performance expectations set forth by the Company); (2) the failure to abide by the reasonable and lawful directives of the Managers of the Company, (3) Employee’s commitment of any act as an officer which, if prosecuted, would constitute a felony, or Employee’s commitment or conviction of, or plea of no contest to, any crime involving dishonesty, fraud or moral turpitude; (4) any conduct by Employee that causes material harm to the business, standing or reputation of the Company or its Members; or (5) any subsidiary material breach by Employee of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s material obligations Employee may owe to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”)its Members.
(b) This Option Agreement and any portion of the vested Option not either terminated pursuant to subsection 6(a) or already deemed exercised will terminate automatically and without further notice at the close of business on the day prior to the day the Option would be deemed exercised in the event Employee or Employee’s successor on Employee’s death has not paid the Exercise Price or applicable tax withholdings prior to such time.
(c) In no event may the Option be deemed exercised after termination pursuant to subsections 6(a) or 6(b) above.
(d) The Optionee’s right to exercise any options portion of the Option that have is not vested and are not exercisable shall at such time will terminate automatically at the close of business on the earliest date of the following dates:
(i) The date the Optionee ceases to act as an officer termination of Employee’s service with the Company (or any subsidiary of the Company;
(ii) In the case of the if termination of the Optionee as an officer of the Company or any subsidiary of Employee’s service is by the Company for Cause, on retroactive to the earliest date on which the Optionee is notified by the Company provided Employee with written notice of such termination; and
(iii) The date of the OptioneeEmployee’s death or the Disability Determination Date, as applicablefailure that constituted Cause).
(ce) For purposes of this Section 7The Company shall have the right, the Optionee will be deemed not upon notice to have ceased Employee, to act as an officer substitute a profits interest for part or all of the Company or any subsidiary Option, including through the capping of the Company (Option and issuing a profits interest in substitution for future appreciation, provided that the “Original Position”) if the Optionee continues Option is treated substantially similarly to act as an employee, officer, director or consultant other outstanding options to purchase Class A Units held by other Managers and employees of the Company or a subsidiary Company, to the extent permitted by Section 409A of the Company in some other capacity immediately upon ceasing to act in the Original PositionCode if it applies.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are unexercised portion of the --------------------- Option (which portion was otherwise exercisable shall terminate on the earliest date of termination) (the "Unexercised Portion") shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following datesfollowing:
(i) The Expiration Datethe expiration of the Option Term;
(ii) Subject the expiration of three months from the date that the Optionee ceases to subsections be an employee of a Participating Company for any reason (including death), other than as a result of a Total Disability (as defined in subparagraph (iii) below), a Resignation (as defined in subparagraph (iv) below) or a Termination For Cause (as defined in subparagraph (iv) below)); provided, however, that if the Optionee ceases to be an employee -------- ------- other than due to death but subsequently dies during such three-month period, the Unexercised Portion shall be exercisable by the Optionee's executors or administrators during such period in accordance with Section 10 hereof;
(iii) the expiration of 12 months from the date that the Optionee ceases to be an employee of a Participating Company as a result of the Optionee's permanent and total disability (within the meaning of Section 22(e)(3) of the Code) (a "Total Disability");
(iv) immediately if the Optionee ceases to be employed by any Participating Company if such termination is a voluntary termination by the Optionee (a "Resignation") or a termination for cause or is otherwise attributable to a breach by the Optionee of an employment, noncompetition or other similar agreement with a Participating Company (any such termination, determined in accordance with paragraph (c) and (d) below, a "Termination For Cause"); provided, however, a retirement on or after an -------- ------- early or normal retirement date in accordance with the date which is six terms and conditions of a retirement plan adopted by a Participating Company shall not be deemed to be a Resignation;
(6v) months from except to the extent permitted by Section 10(f) of the Plan, the date on which the Optionee ceases to act as an officer of the Company Option or any subsidiary part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of the Company;
(iii) In the event descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of by the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest Any unexercised portion of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on Option which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed was not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer employed by any Participating Company shall terminate at midnight on the date on which such employment ceases.
(c) The Board of the Company or any subsidiary Directors of the Company shall terminate on have the earliest of the Expiration Date power to determine what constitutes a Termination For Cause, and the date upon which is six such Termination For Cause occurs. Any such determination shall be final, conclusive and binding upon the Optionee.
(6d) months after Anything contained herein to the date contrary notwithstanding, the Option shall not be affected by any change of deathduties or position of the Optionee (including a transfer to or from any Participating Company), so long as the Optionee continues to be an employee of a Participating Company.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable Unless the Option terminates earlier as provided in this Section 6 the Option shall terminate and become null and void at the close of business at the Company’s principal business office on the earliest day before the date of the following dates:
tenth anniversary of the Grant Date (i) The the “Option General Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the ”). If Optionee ceases to act as be an officer employee of the Company or any subsidiary Subsidiary Corporation for any reason the Option shall not continue to vest after such cessation of service as an employee of the Company;Company or Subsidiary Corporation.
(iiia) In the event of the termination of the If Optionee as ceases to be an officer employee of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations Subsidiary Corporation due to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
Disability, (i) The date the Optionee ceases to act as an officer portion of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options Option that have vested and are was exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate and become null and void at the Optionee ceases to be an officer close of business at the Company or any subsidiary of the Company shall terminate Company’s principal business office on the earliest of the Expiration Date and the date which day that is six (6) months after the date of deathsuch death or Disability, but in no event after the Option General Expiration Date; and (ii) the portion of the Option that was not exercisable on the date of such cessation shall be forfeited and become null and void immediately upon such cessation.
(b) If Optionee ceases to be an employee of the Company or a Subsidiary Corporation due to Cause, all of the Option shall be forfeited and become null and void immediately upon such cessation, whether or not then exercisable. For purposes of this Section 6(b) the term "Cause" means the occurrence of one of the following events: (i) commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty in the performance of his duties to the Company, an Affiliate or Subsidiary Corporation or fraud; (ii) substantial and repeated failure to perform duties of the office held by Optionee as reasonably directed by the Company; (iii) gross negligence or willful misconduct with respect to the Company or any Subsidiary Corporations; (iv) material breach of any employment agreement between Optionee and the Company that is not cured within ten (10) days after receipt of written notice thereof from the Company; (v) failure, within ten (10) days after receipt by Optionee of written notice thereof from the Company, to correct, cease or otherwise alter any failure to comply with instructions or other action or omission which the Board reasonably believes does or may materially or adversely affect its business or operations; (vi) misconduct which is of such a serious or substantial nature that a reasonable likelihood exists that such misconduct will materially injure the reputation of the Company or its Subsidiary Corporations if Optionee was to remain employed by the Company; (vii) harassing or discriminating against the Company’s employees, customers or vendors in violation of the Company’s policies with respect to such matters; and/or (viii) misappropriation of funds or assets of the Company for personal use or willful violation of Company policies or standards of business conduct as determined in good faith by the Board.
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (Rosetta Stone Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable This Option shall terminate on and may no longer be exercised if Optionee ceases to be employed by the earliest Company or one of its subsidiaries (as defined in the following datesPlan) except:
(i) The if Optionee's employment shall be terminated for any reason other than gross and willful misconduct, death, disability or retirement, Optionee may, at any time before (x) the expiration of ninety (90) days after such termination or (y) the Expiration Date, whichever shall first occur, exercise this Option (A) to the extent that the Option was exercisable on the date of the termination of employment in the case of voluntary termination or (B) to the extent that the Option was or would become exercisable on or before the expiration of such ninety (90) day period in the case of involuntary termination; provided, however, that if, immediately prior to such termination of employment, Optionee was an "officer" as defined in Rule 16a1(f) promulgated under the Exchange Act, the periods of exercisability referred to in clauses (A) and (B) above (but not the acceleration of vesting referred to in clause (B)) shall be extended from ninety (90) days to seven (7) months after the date of such termination;
(ii) Subject to subsections if Optionee's employment shall be terminated by reason of Optionee's gross and willful misconduct during the course of employment (c) as may be determined by the Committee in its sole and (d) belowabsolute discretion), including but not limited to, wrongful appropriation of funds of the employer or the commission of a gross misdemeanor or felony, this Option shall be terminated as of the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;misconduct and Optionee shall have no further rights hereunder.
(iii) In the event if Optionee's employment shall be terminated by reason of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of Optionee's death, this Option will become fully exercisable and may be exercised, by the Optionee’s obligations to 's Representative (as defined below) at any time before (a) the Company or any subsidiary expiration of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law three (except minor violations3) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from years after the date of death, or (b) the Expiration Date, whichever shall first occur;
(A) if Optionee's employment shall be terminated by reason of Optionee's disability (other than Total Disability), as may be determined by the Committee in its sole and absolute discretion, this Option may be exercised, to the extent that the Option was exercisable on the date of disability, by Optionee or Optionee's guardian or legal representative, at any time before (x) the expiration of one (1) year after the date Optionee's employment was terminated by reason of such disability or (y) the Expiration Date, whichever shall first occur; or (B) if Optionee's employment shall be terminated by reason of Optionee's Total Disability, this Option will become fully exercisable and may be exercised by Optionee or Optionee's guardian or legal representative at any time before (x) the expiration of three (3) years after the date Optionee's employment was terminated by reason of such disability or (y) the Expiration Date, whichever shall first occur;
(v) if the Optionee’s 's employment shall be terminated by the Optionee's Retirement (as defined below), this Option will become fully exercisable and may be exercised by Optionee before (x) the expiration of three years after such date, or (y) the Expiration Date, whichever shall first occur; or
(vi) if Optionee dies or becomes disabled (as may be determined by the Committee in its sole and absolute discretion) during the time of exercisability after termination of employment provided in clause (i) of this Section 5(a), this Option may be exercised, to the extent that the Option was exercisable on the date of death or disability: (x) in the case of death, by the Optionee's Representative or (y) in the case of disability, by Optionee or Optionee's guardian or legal representative, before (A) the expiration of one year after the date of death or the date onset of such disability, or (B) the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Expiration Date”), whichever shall first occur.
(b) The Notwithstanding the provisions contained in Section 5(a) above, but subject to the other terms and conditions set forth herein, in the event that, within one year following a Change in Control, Optionee’s 's employment is terminated for any reason other than for gross and willful misconduct (including Optionee's voluntary termination), Optionee shall have the right to exercise the Option in whole or in part at any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
time before (i) The the expiration of one year after the date the Optionee ceases to act as an officer of the Company such termination of employment, or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Expiration Date, as applicablewhichever shall first occur.
(c) For purposes of this Section 7Agreement, the Optionee will following terms shall be deemed not to have ceased to act defined as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.follows:
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Metris Companies Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which If the Optionee ceases to act as be an officer employee of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use parent or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Causeany reason other than death, the Option or portion thereof which is unexercised shall terminate on the earliest date on which the Optionee is notified by the Company earlier to occur of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies three months after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer employee of the Company or of the parent or a subsidiary of the Company or the time originally fixed for the expiration of the Option; provided, however, that a percentage of the Option shall terminate as of the date the Optionee ceases to be an employee of the Company or of the parent or a subsidiary of the Company for any reason other than death, according to the following schedule: Years after Date Percentage of of this Agreement Option Terminating ----------------- ------------------ Less Than One Year 80% One Year 60% Two Years 40% Three Years 20% Four Years or More 0% The percentage of Option terminating shall be determined by reference to the entire Option which was granted rather than to a portion thereof that has not been exercised prior to termination of employment. The Option evidenced hereby is non-transferable, except as provided in subsection (b) below with respect to the death of the Optionee, and shall be exercisable during the lifetime of the Optionee only by the Optionee.
(b) Notwithstanding any other provisions hereof to the contrary, if the Optionee ceases to be an employee of the Company or any parent or subsidiary of the Company shall terminate on the earliest by reason of death, any unexpired portion of the Expiration Date Option then held by the Optionee may, to the extent not exercised, be exercised by the duly appointed and acting personal representative of the date which is six Optionee; provided, however, (6i) exercise shall be made within the earlier to occur of three months after the date of deathdeath or the time originally fixed for the expiration of the Option, and (ii) the shares of Common Stock issued by SCI Systems, Inc. upon exercise shall be owned beneficially and of record only by the personal representative of the Optionee for the estate of the Optionee or the Optionee's spouse, children, grandchildren or a trust for the benefit of any one or more members of that class.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right to exercise any options In the event that have vested and are exercisable shall terminate on the earliest of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases for any reason to act as be an officer employee of the Company or any parent or subsidiary of the Company at any time prior to exercise of this option in full, this option shall terminate in accordance with the following provisions:
(a) if the Optionee ceases to be an employee of the Company of any parent or subsidiary of the Company by reason of resignation or other voluntary action of the Optionee before his retirement on or after age 55 or if the Company or any parent or subsidiary of the Company determines that it no longer wishes to engage the Optionee as an employee and makes such determination based on cause (as defined in the Employment Agreement), the optionee may, at any time within a period of thirty (30) days after he ceased to be an employee, exercise the option to the extent that the option was exercisable by him on the date on which he ceased to be an employee of the Company or any parent or subsidiary of the Company;
(iiib) In the event of the termination of if the Optionee as ceases to be an officer employee of the Company or any parent or subsidiary of the Company for any reason other than (i) cause (as defined in the Employment Agreement), (ii) death, (iii) disability (as defined in (c) below), or (iv) resignation or other voluntary action before his retirement on or after age 55, he may, at any time within a result period of a breach of ninety (90) days after he ceased to be an employee, exercise the Optionee’s obligations option to the Company or any subsidiary of extent that the Company, or as a result of any dishonesty, fraud, misconduct, option was exercisable by him on the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company he ceased to be unable to perform his or her duties as an officer employee of the Company or any subsidiary of the Company as a result of any mental parent or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer employee of the Company or any parent or subsidiary of the Company shall terminate because of a disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), he may, at any time within a period of one (1) year after he ceases to be an employee, exercise the option to the extent that the option was exercisable by him on the earliest date he ceased to be an employee of the Expiration Date Company or any parent or subsidiary of the Company; and
(d) if the Optionee dies at a time when he might have exercised the option, then his estate, personal representative or beneficiary to whom it has been transferred by will or the laws of descent and distribution may at any time within a period of one (1) year after the date which is six (6) months Optionee's death exercise the option to the extent the optionee might have exercised it at the time of his death; provided, however, that this option may not be exercised to any extent by anyone after the date of death.expiration of the option under Paragraph 3, and provided, further, that this option may not be exercised to the extent not vested under Paragraph 3 at any time after the Optionee ceases to be an employee of the Company or any parent or subsidiary of the Company. GENERAL PROVISIONS
Appears in 1 contract
Samples: Nonstatutory Stock Option Agreement (Paging Network Inc)
Termination of Option. (a) The Optionee’s right to exercise any options a. In the event that have vested and are exercisable shall terminate on the earliest employment or service of the following dates:
Holder shall be terminated prior to the Expiration Date (iotherwise than by reason of death or disability), the Option may, subject to the provisions of the Plan, be exercised (to the extent that the Holder was entitled to do so at the termination of this employment or service) The at any time within three months after such termination, but not after the Expiration Date;
(ii) Subject to subsections (c) ; provided, however, that if such termination shall have been for cause or voluntarily by the Holder and (d) below, without the date which is six (6) months from the date on which the Optionee ceases to act as an officer consent of the Company or any subsidiary corporation thereof, as the case may be (which consent shall be presumed in the case of normal retirement), the Option and all rights of the Company;
(iii) In Holder hereunder, to the event of extent not theretofore exercised, shall forthwith terminate immediately upon such termination. Nothing in this Agreement shall confer upon the termination of Holder any right to continue in the Optionee as an officer employ or service of the Company or any subsidiary of the Company as a result of a breach of or affect the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer right of the Company or any subsidiary of the Company as a result of to terminate his employment or service at any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”)time.
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable b. If the Holder shall terminate on the earliest of the following dates:
(i) The date die while he is employed by or serving the Optionee ceases to act as an officer Company or a corporation which is a subsidiary thereof or within three months after the termination of such position (other than termination for cause, or voluntarily on his part and without the consent of the Company or any subsidiary thereof, as the case may be, which consent shall be presumed in the case of the Company;
normal retirement), or (ii) In become permanently and totally disabled within the case meaning of section 22 (e) (3) of the termination Code while employed by or serving any such company, and if and to the extent the Option was otherwise exercisable, immediately prior to the occurrence of the Optionee such event, then such Option may be exercised as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified set forth herein by the Company of Holder or by the person or persons to whom the Holder's rights under the Option pass by will or applicable law, or if no such termination; and
(iii) The date of the Optionee’s death person has such right, by his executors or the Disability Determination Dateadministrators, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or at any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months time within one year after the date of deathdeath of the original Holder, or one year after the date of permanent or total disability, but in either case, not later than the Expiration Date.
Appears in 1 contract
Termination of Option. (a) 3.1 The Optionee’s right Option and all rights hereunder with respect thereto, to exercise any options that the extent such rights shall not have vested and are exercisable been exercised, shall terminate and become null and void on June 1, 2001 (the earliest "Option Term").
3.2 In the event of the following datesdeath or disability of the Grantee, the Option may be exercised by the Grantee or the Grantee's legal representative(s) at any time within the one year anniversary date of the Grantee's death, but only to the extent that the Option would otherwise have been exercisable by the Grantee.
3.3 In the event of that Grantee is no longer a key management employee, officer or director of the Company, the Option may be exercised by the Grantee or its legal representative(s) at any time within 90 days after the Grantee is no longer a key management employee, officer or director if the Option Shares are subject to an S-8 Registration Statement filed with the Securities Exchange Commission and at any within one year after the Grantee is no longer a key management employee, officer or director if the Option Shares are not subject to an S-8 Registration Statement filed with the Securities Exchange Commission.
3.4 Notwithstanding any other provisions set forth herein or in the Plan, any unexercised portion of the option shall immediately terminate and be void if the Grantee shall engage in any of the following:
(i1) The Expiration DateConduct of a criminal nature which may have an adverse impact on the Company's reputation and standing in the community;
(ii2) Subject to subsections (c) and (d) below, the date Conduct which is six in violation of Grantee's common law duty of loyalty to the Company;
(63) months from Fraudulent conduct in connection with the date on which business affairs of the Optionee ceases Company, regardless of whether said conduct is designed to act as an officer of defraud the Company or any subsidiary others; or
(4) The failure of the Grantee to discharge or perform the duties of his position with due diligence and care;
(5) The refusal of the Grantee to implement or adhere to specific and duly-adopted policies or directives of the Board of Directors of the Company;
(iii6) In the event Conduct which is in violation of the termination any provision of the Optionee as an officer of the Company any employment agreement, noncompete agreement, or any subsidiary of other agreement in effect between the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of Grantee and the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Samples: Employment Agreement (Gumtech International Inc \Ut\)
Termination of Option. Subject to the provisions of the next succeeding sentence, unless the Company’s Board of Directors or the Compensation Committee of the Company’s Board of Directors (the “Committee”) determines otherwise, or unless a written agreement between the Optionee and the Company otherwise sets forth, if the Optionee’s Employment (as defined below) terminates, the Optionee may exercise the Option during the 90-day period beginning the day after the effective date of that termination to the extent, but only to the extent, the Option was exercisable immediately prior to that effective date, provided that the Option will not be exercisable in any event on or after the Expiration Date. Notwithstanding the foregoing, if the Company terminates the Optionee’s Employment for Cause (as defined below), the Option will terminate effective as of the date of that termination. As used herein, (a) The “Employment” means the salaried employment of the Optionee by the Company or one of its subsidiaries, and the transfer of the Optionee’s right salaried employment from the Company to exercise any options that have vested and are exercisable shall terminate on the earliest one of its subsidiaries or from one subsidiary of the following dates:
Company to the Company or another of its subsidiaries will not constitute a termination of the Optionee’s Employment for purposes of this Section 4, and (b) “Cause” for the Company’s termination of the Optionee’s Employment means (i) The Expiration Date;
the Optionee’s conviction of a felony crime (or the Optionee’s entering of a plea of nolo contendere to any charge against the Optionee of a felony crime) of any kind, (ii) Subject the Optionee’s violation of a Company policy that provides for termination of employment in the event of such a violation or (iii) the Optionee’s continuing failure (except by reason of the Optionee’s incapacity attributable to subsections (cphysical or mental illness or injury) to substantially perform the duties and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an responsibilities any general manager or executive officer of the Company or any subsidiary of the Company;
(iii) In the event of the termination of assigns to the Optionee as an officer of (provided those duties and responsibilities are commensurate and consistent with the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on capacity in which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of employed with the Company or a subsidiary of the Company) for a period of 20 days after the Company in some other capacity immediately upon ceasing has delivered to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of a written demand for substantial performance which specifically identifies the Company or any subsidiary of bases for the Company for reasons other than a termination for Cause or for disability in accordance with the above, the OptioneeCompany’s right to exercise any options determination that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company has not substantially performed his or any subsidiary of the Company shall terminate on the earliest of the Expiration Date her duties and the date which is six (6) months after the date of deathresponsibilities.
Appears in 1 contract
Samples: Non Qualified Stock Option Award Agreement (Us Concrete Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer «Position» of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer «Position» of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer «Position» of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer «Position» of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer «Position» of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 78, the Optionee will be deemed not to have ceased to act as an officer «Position» of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer «Position» of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer «Position» of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Termination of Option. (a) The This Option shall cease vesting upon termination of Optionee’s right employment relationship with Optionee’s employer (excluding a transfer to exercise the Company or one of its Subsidiaries or Affiliates) and shall not be extended by any options that notice or equivalent period mandated under local law (e.g., a period of “garden leave” or similar period pursuant to local law) or as may be required by the terms of an employment agreement. An Optionee’s employment relationship shall be considered to have vested terminated, and are exercisable shall terminate the Optionee to have ceased to be employed by the Company or its Parent, Subsidiary or Affiliate, on the earliest of the following datesof:
(i1) The Expiration Datethe date on which Optionee’s employer (the “Employer”) delivers to the Optionee notice terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment) unless the Optionee is transferring employment to the Company, or any Parent, Subsidiary or Affiliate;
(ii2) Subject to subsections (c) and (d) below, the date on which the Optionee delivers notice to his or her Employer that the Optionee is six terminating the employment relationship (6regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment) months from unless the Optionee is transferring employment to the Company, or any Parent, Subsidiary or Affiliate;
(3) the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations provide services to the Company or any subsidiary of the Company, or any Parent, Subsidiary or Affiliate, as a result appropriate, except where the Optionee is on an authorized leave of any dishonesty, fraud, misconduct, absence; or
(4) the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by ceases to be considered an “employee” under Applicable Laws. The committee of the Board of Directors of the Company of such termination; and
administering the Plan (ivthe “Committee”) The date which is six (6) months from the date of the Optionee’s death or the date the shall have discretion to determine whether Optionee is determined by the Company has ceased to be unable to perform his or her duties as an officer of employed by the Company or any subsidiary Parent, Subsidiary or Affiliate, as appropriate, and the effective date on which such employment terminated. In addition, subject to Applicable Law, the Committee in its sole discretion may suspend vesting of the Option if the Optionee takes a leave of absence from employment with the Company as a result of any mental or physical disability that is expected to result in death its Parent, Subsidiary or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”)Affiliate.
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the If Optionee ceases to act as an officer of be employed by the Company or any subsidiary Parent, Subsidiary or Affiliate of the Company;
, as appropriate, for any reason except death or disability, this Option may be exercised to the extent (iiand only to the extent) In that it would have been exercisable upon the case date of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Dateemployment, as applicable.
within three (c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (63) months after the date of deathtermination, subject to Section 2 above, but in any event no later than the Expiration Date of the Option. The date of termination of Optionee’s employment for purposes of this Agreement and the right to exercise this Option shall not be extended by any notice period mandated under local law. If employment ceases because of death or disability, this Option may be exercised to the extent (and only to the extent) specified in the Plan, subject to Section 2 above.
Appears in 1 contract
Samples: Stock Option Agreement (Oracle Corp)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested Any unexercised portion of the Option shall automatically and are exercisable shall without notice terminate on and become null and void at the time of the earliest of the following datesto occur of:
(i) The Expiration Dateimmediately upon termination of the Optionee’s employment with the Company for “Cause,” as such term is defined in the employment agreement between the Company and the Optionee;
(ii) Subject to subsections ninety (c90) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer days after Optionee’s voluntary termination of the Company or any subsidiary of his employment with the Company;
(iii) In ninety (90) days after the event date on which the Optionee’s employment with the Company is terminated by reason of a mental or physical disability (within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Company;
(iv) ninety (90) days after the date of termination of the Optionee’s employment with the Company by reason of the death of the Optionee; or
(v) December 31, 2007;
(vi) provided however, if Optionee’s employment with the Company is terminated by the Company without Cause or by the Optionee for Good Reason (as defined in Optionee’s employment agreement), any unvested portion of this Option shall become immediately vested and exercisable on such date and the Option shall terminate on December 31, 2007. All references herein to the termination of the Optionee’s employment shall, in the case of an Optionee as who is not an officer employee of the Company or any subsidiary of a subsidiary, refer to the Company as a result of a breach termination of the Optionee’s obligations to service with the Company Company.
(b) To the extent not previously exercised, the Option shall terminate immediately in the event of (i) the liquidation or any subsidiary dissolution of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In any reorganization, merger, consolidation or other form of corporate transaction in which the case Company does not survive, unless the successor corporation, or a parent or subsidiary of such successor corporation, assumes the Option or substitutes an equivalent option or right pursuant to Section 7(c) hereof. The Company shall give written notice of any proposed transaction referred to in this Section 5(b) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the termination Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Optionee as an officer Option upon the consummation of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of a transaction referred to in this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position5(b).
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Summit Brokerage Services Inc / Fl)
Termination of Option. (a) The Optionee’s right to exercise any options that have unexercised portion of the Option (which portion was otherwise vested and are exercisable shall terminate on the earliest date of termination) (the “Unexercised Portion”) shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following datesfollowing:
(i) The Expiration Datethe expiration of the Option Term;
(ii) Subject the expiration of three months from the date that the Optionee ceases to subsections be an employee of a Participating Company for any reason (including death), other than as a result of a Total Disability (as defined in subparagraph (iii) below) or a Termination For Cause (as defined in subparagraph (iv) below); provided, however, that if the Optionee ceases to be an employee other than due to death but subsequently dies during such three-month period, the Unexercised Portion shall be exercisable by the Optionee’s executors or administrators during such period in accordance with Section 10 hereof;
(iii) the expiration of 12 months from the date that the Optionee ceases to be an employee of a Participating Company as a result of the Optionee’s permanent and total disability (within the meaning of Section 22(e)(3) of the Code) (a “Total Disability”);
(iv) immediately if the Optionee ceases to be employed by any Participating Company if such termination is a termination for cause or is otherwise attributable to a breach by the Optionee of an employment, noncompetition or other similar agreement with a Participating Company (any such termination, determined in accordance with paragraph (c) and (d) below, a “Termination For Cause”);
(v) except to the date which is six (6extent permitted by Section 15(a) months from of the Plan, the date on which the Optionee ceases to act as an officer of the Company Option or any subsidiary part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of the Company;
(iii) In the event descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of by the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest Any unexercised portion of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for CauseOption, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed was not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or employed by any subsidiary of the Company Participating Company, shall terminate at midnight on the earliest of the Expiration Date and the date on which is six (6) months after the date of deathsuch employment ceases.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right Unless the Board or Committee shall determine otherwise, in its sole discretion, or unless any written agreement between the Optionee and the Company provides to exercise the contrary, any options that have vested unexercised portion of the Option shall automatically and are exercisable shall without notice terminate on and become null and void at the time of the earliest to occur of the following datesfollowing:
(i) The Expiration Datethree months after the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated or the Optionee ceases to perform services for the Company or its Subsidiaries, for any reason other than by reason of (A) “Cause,” which, solely for purposes of this Agreement, shall mean the termination of the Optionee’s continued employment or service by reason of the Optionee’s willful misconduct or gross negligence, (B) a mental or physical disability (within the meaning of Section 22(e) of the Internal Revenue Code) of the Optionee as determined by a medical doctor satisfactory to the Committee or the Board, or (C) death;
(ii) Subject to subsections immediately upon the termination of employment or cessation of services of the Optionee with the Company and its Subsidiaries for Cause;
(ciii) and (d) below, [twelve] months after the date on which the Optionee’s employment with the Company or its Subsidiaries is six terminated or the Optionee ceases to perform services for the Company or its Subsidiaries by reason of a mental or physical disability (6within the meaning of Section 22(e) of the Internal Revenue Code) as determined by a medical doctor satisfactory to the Committee or the Board; or
(iv) [twelve] months from after the date on which the Optionee’s employment with the Company or its Subsidiaries is terminated or the Optionee ceases to perform services for the Company or its Subsidiaries by reason of the death of the Optionee (or three months after the date on which the Optionee ceases to act as an officer of shall die if such death shall occur during the Company or any subsidiary of the Company;
one year period specified in paragraph (iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”this Section 5), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).;
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on Committee or the earliest of Board may, in its sole discretion, by giving written notice (the following dates:
(i“cancellation notice”) The date cancel, effective upon the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death consummation of any reorganization, merger, consolidation or other transaction in which the Company does not survive or the Disability Determination DateShares are converted into or exchanged for securities issued by another entity, as applicableunless the successor or acquiring entity, or an affiliate thereof, assumes the Option or substitutes an equivalent option or right, the Option (or portion thereof) that remains unexercised on such date. Such cancellation notice shall be given a reasonable period of time prior to the proposed date of such cancellation and may be given either before or after approval of such corporate transaction.
(c) For purposes of Notwithstanding anything in this Section 7Agreement to the contrary, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company Option shall terminate on the earliest tenth anniversary of the Expiration Grant Date and the date which is six (6) months after the date of deathif not exercised or otherwise terminated prior to that date.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Equity One Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are unexercised portion of the Option (which portion was otherwise exercisable shall terminate on the earliest date of termination) (the “Unexercised Portion”) shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following datesfollowing:
(i) The Expiration Datethe expiration of the Option Term;
(ii) Subject the expiration of three months from the date that the Optionee ceases to subsections be an employee of a Participating Company for any reason (including death), other than as a result of a Total Disability (as defined in subparagraph (iii) below), a Resignation (as defined in subparagraph (iv) below) or a Termination For Cause (as defined in subparagraph (iv) below)); provided, however, that if the Optionee ceases to be an employee other than due to death but subsequently dies during such three-month period, the Unexercised Portion shall be exercisable by the Optionee’s executors or administrators during such period in accordance with Section 10 hereof;
(iii) the expiration of 12 months from the date that the Optionee ceases to be an employee of a Participating Company as a result of the Optionee’s permanent and total disability (within the meaning of Section 22(e)(3) of the Code) (a “Total Disability”);
(iv) immediately if the Optionee ceases to be employed by any Participating Company if such termination is a voluntary termination by the Optionee (a “Resignation”) or a termination for cause or is otherwise attributable to a breach by the Optionee of an employment, noncompetition or other similar agreement with a Participating Company (any such termination, determined in accordance with paragraph (c) and (d) below, a “Termination For Cause”); provided, however, a retirement on or after an early or normal retirement date in accordance with the date which is six terms and conditions of a retirement plan adopted by a Participating Company shall not be deemed to be a Resignation;
(6v) months from except to the extent permitted by Section 10(f) of the Plan, the date on which the Optionee ceases to act as an officer of the Company Option or any subsidiary part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of the Company;
(iii) In the event descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of by the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest Any unexercised portion of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on Option which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed was not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer employed by any Participating Company shall terminate at midnight on the date on which such employment ceases.
(c) The Board of the Company or any subsidiary Directors of the Company shall terminate on have the earliest of the Expiration Date power to determine what constitutes a Termination For Cause, and the date upon which is six such Termination For Cause occurs. Any such determination shall be final, conclusive and binding upon the Optionee.
(6d) months after Anything contained herein to the date contrary notwithstanding, the Option shall not be affected by any change of deathduties or position of the Optionee (including a transfer to or from any Participating Company), so long as the Optionee continues to be an employee of a Participating Company.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right to exercise any options that have vested Any unexercised portion of the Option shall automatically and are exercisable shall without notice terminate on and become null and void at the time of the earliest of the following datesto occur of:
(i) The Expiration Dateunless the Committee or the Board otherwise determines in writing in its sole discretion, three months after the date on which the Optionee’s service as a Director is terminated for any reason other than by reason of: (A) retirement after completing five (5) complete years of service as a Director and having attained age sixty (60) (“Retirement”), (B) Cause, which, solely for purposes of this Agreement, shall mean the termination of the Optionee’s service as a Director by reason of the Optionee’s willful misconduct or gross negligence, (C) a mental or physical disability (within the meaning of Section 22(e) of the Code) of the Optionee as determined by a medical doctor satisfactory to the Committee or the Board, or (D) death;
(ii) Subject to subsections (c) and (d) belowif the Optionee’s service as a Director terminates by reason of his Retirement, twelve months after the date of the Optionee’s death;
(iii) immediately upon the termination of the Optionee’s service as a Director for Cause;
(iv) twelve months after the date on which the Optionee’s service as a Director is six terminated by reason of a mental or physical disability (6within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Committee or the Board;
(v) twelve months from after the date of termination of the Optionee’s service as a Director by reason of the death of the Optionee (or three months after the date on which the Optionee ceases shall die if such death shall occur during the one year period specified in paragraph (iv) of this Section 6); or
(vi) the tenth anniversary of the date as of which the Option is granted. For purposes of the foregoing provisions, if the Optionee is, or prior to act as termination of the Option becomes, an officer employee of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee Subsidiary, his service as a Director shall include his service as an officer employee of the Company or any subsidiary Subsidiary.
(b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the Company as a result of a breach of the Optionee’s obligations to the Company liquidation or any subsidiary dissolution of the Company, or as a result (2) any reorganization, merger, consolidation or other form of any dishonestycorporate transaction in which the Company does not survive, fraud, misconduct, unless the unauthorized use or disclosure of confidential information or trade secretssuccessor corporation, or conviction a parent or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company subsidiary of such termination; and
(ivsuccessor corporation, assumes the Option or substitutes an equivalent option or right pursuant to Section 9(c) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested Plan, and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case Committee or the Board in its sole discretion may by written notice (“cancellation notice”) cancel, effective upon the consummation of any corporate transaction described in Subsection 7(b)(i) of the termination Plan in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Committee or the Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee as an officer may condition his exercise of the Company or any subsidiary Option upon the consummation of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of a transaction referred to in this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position6(b).
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Samples: Stock Option Agreement (Value Financial Services, Inc.)
Termination of Option. The option and all rights granted by this Option Agreement, to the extent those rights have not been exercised, will terminate and become null and void on the sooner of:
(a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on Such date as is ten (10) years from the earliest date of the following dates:
(i) The Expiration Datethis Option Agreement;
(iib) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act The Option Termination Date as an officer of the Company or any subsidiary of the Companydefined in Section 1.4 hereof;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(ivc) The date which is six (6) three months from after the date Optionee ceases to continually serve as a Director, Officer or Employee of the Company, if such cessation is by disability, retirement, or dismissal other than for cause, as defined in Section 9.4 of the 2008 Plan, provided that in the event of Optionee's cessation of directorship, office or employment under such terms, Optionee may exercise such option only to the extent that Optionee was entitled to exercise it on the date of the Optionee’s death 's cessation of directorship, office or the employment;
(d) The date the Optionee is determined by ceases to continually serve as a Director, Officer or Employee of the Company to be unable to perform his if such cessation is by voluntary termination or her duties dismissal for cause as an officer defined in Sections 9.3 and 9.4 of the 2008 Plan;
(e) The date which is one year following the death of Optionee if Optionee dies while serving as a Director, Officer or Employee of the Company or any subsidiary within the three-month period following the termination of such directorship, office or employment if such termination was by disability, retirement, or dismissal other than for cause. In the event of Optionee's death under such terms, the person or persons to whom Optionee's rights under the option shall pass, whether by will or by the applicable laws of descent and distribution, may exercise such option pursuant to Section 8.7 of the Company as a result 2008 Plan only to the extent that Optionee was entitled to exercise it on the date of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).Optionee's death; or
(bf) The Optionee’s right Subject to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of payment being made by the Company or any subsidiary under Section 1.9, the date of a change of control of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the . A “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company change in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary control” of the Company shall terminate on have the earliest same meaning that such phrase has under Section 10.2 of the Expiration Date and 2008 Plan. For purposes of the date which is six (6) months after foregoing provisions, serving as a Director, Officer or Employee of a subsidiary corporation or parent corporation of the date Company, as defined in the 2008 Plan, shall be deemed to be serving as a Director, Officer or Employee of deaththe Company.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Silverleaf Resorts Inc)
Termination of Option. (a) A. The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest unexercised portion of the following datesOption --------------------- (which portion was otherwise exercisable) shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following:
(i) The Expiration Date1. the expiration of the Option Term;
2. the expiration of three months from the date that the Optionee ceases to be an employee of the Company or any of its subsidiaries (iiother than as a result of a Total Disability (as defined in subparagraph (iii) below), a Resignation (as defined in subparagraph (iv) below) or a Termination For Cause (as defined in subparagraph (iv) below)); provided, -------- however, that if the Optionee shall die during such three-month period, the ------- time of termination of the -------------------- /1/ Subject to subsections modification by the Committee to accommodate performance objectives, if any. unexercised portion of the Option shall be determined in accordance with subparagraph (ciii) below;
3. the expiration of 12 months from the date that the Optionee ceases to be an employee of a Participating Company as a result of the Optionee's complete and permanent inability to perform all of his or her duties under the terms of his or her employment with any Participating Company, as determined by the Committee upon the basis of such evidence, including independent medical reports and data, as the Committee deems appropriate or necessary (da "Total Disability");
4. immediately if the Optionee ceases to be employed by any Participating Company if such termination is a voluntary termination by the Optionee (a "Resignation") or a termination for cause or is otherwise attributable to a breach by the Optionee of an employee, noncompetition or other similar agreement with a Participating Company (any such termination, determined in accordance with paragraph (b) below, a "Termination For Cause"); provided, however, a retirement in accordance with the date which is six (6terms and -------- ------- conditions of a retirement plan adopted by a Participating Company shall not be deemed to be a Resignation;
5. except to the extent permitted by Section 14(a) months from of the Plan, the date on which the Optionee ceases to act as an officer Option or any part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of by the Optionee.
B. Any unexercised portion of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of Option which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have was not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer employed by any Participating Company shall terminate at midnight on the date on which such employment ceases.
C. The Board of the Company or any subsidiary Directors of the Company shall terminate on have the earliest of the Expiration Date power to determine what constitutes a Termination For Cause, and the date upon which is six such Termination For Cause occurs. Any such determination shall be final, conclusive and binding upon the Optionee.
D. Anything contained herein to the contrary notwithstanding, the Option shall not be affected by any change of duties or position of the Optionee (6) months after including a transfer to or from any Participating Company), so long as the date Optionee continues to be an officer or employee of deatha Participating Company.
Appears in 1 contract
Samples: Nontransferable Incentive Stock Option Agreement (Memry Corp)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest unexercised portion of the following datesOption shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following:
(i) The Expiration Datethe expiration of the Option Term;
(ii) Subject to subsections the expiration of ninety (c90) and days from the date of the Participant’s Termination of Service (d) belowother than as a result of death, Disability or a Termination of Service by the Company or an Affiliate for Cause); provided, however, that if the Participant shall die during such ninety-day period, the time of termination of the unexercised portion of the Option shall be one year from the date which of the Participant’s death;
(iii) the expiration of one year from the date of the Participant’s Termination of Service if such Termination of Service is six a result of the Participant’s death or Disability;
(6iv) months from immediately upon the Participant’s Termination of Service if such Termination of Service is by the Company or an Affiliate for Cause;
(v) except to the extent permitted by Section 5(e)(v) of the Plan or Section 11, the date on which the Optionee ceases Option or any part thereof or right or privilege relating thereto is transferred (otherwise than by will or by the laws of descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of by the Participant; and
(vi) except as otherwise permitted by the Committee, the date on which the Participant breaches any confidentiality, non-competition or non-solicitation agreement between the Participant and the Company or the date on which the Participant engages in a Detrimental Activity. For purposes of this Agreement, a “Detrimental Activity” means (1) the rendering of services for any organization or engaging directly or indirectly in any business which is or becomes competitive with the Company, or which organization or business, or the rendering of services to act as an officer such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company; (2) the disclosure to anyone outside the Company, or the use in other than the Company’s business without the prior written authorization from the Company, of any confidential information or material; (3) any attempt to directly or indirectly induce any employee of the Company (or any subsidiary person who was an Employee or Consultant during the six-month period preceding the Participant’s Termination of Service) to be employed or perform services elsewhere; (4) any attempt directly or indirectly to solicit the Company;
trade or business of any current or prospective customer (iiior entity that was a customer during the six- month period preceding the Participant’s Termination of Service); or (5) In the event of the termination of the Optionee as an officer of the Company any other conduct or act determined to be injurious, detrimental or prejudicial to any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary interest of the Company, or in each case as a result determined by the Committee in its sole discretion. For purposes of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law this clause (except minor violations) (each of which being a termination for “Cause”vi), the earliest date on which the Optionee is notified by term “Company” means the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”)and its Affiliates.
(b) The Optionee’s right Anything contained herein to exercise the contrary notwithstanding, the Option shall not be affected by any options that have not vested and are not exercisable shall terminate on the earliest change of duties or position of the following dates:
Participant (i) The date the Optionee ceases including a transfer to act as an officer of or from the Company or any subsidiary of its Affiliates), so long as the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee Participant continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company Employee or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deathConsultant.
Appears in 1 contract
Samples: Management Employment Agreement (NetSpend Holdings, Inc.)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are unexercised portion of the Option (which portion was otherwise exercisable shall terminate on the earliest date of termination) (the "Unexercised Portion") shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following datesfollowing:
(i) The Expiration Datethe expiration of the Option Term;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) expiration of three months from the date on which that the Optionee ceases to act be an employee of, or in the case of a nonemployee Optionee, from the date such Optionee ceases providing services to, a Participating Company unless such termination or cessation occurs by reason of (i) a Relocation Event (as an officer defined in Section 8.2 of the Company Plan); (ii) Disability or any subsidiary Retirement (as such terms are defined in Section 8.3 of the CompanyPlan), (iii) death, or (iv) a Special Event (as defined in Section 8.5 of the Plan), provided that, in the case of a Special Event, the Committee shall have modified such Option to remain exercisable as provided in Section 8.5 of the Plan;
(iii) In with respect to a Relocation Event, the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result expiration of a breach of the Optionee’s obligations period equal to the Company or any subsidiary lesser of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of period the Company or any subsidiary of Unexercised Portion would be exercisable absent the Company;
Relocation Event and (ii) In the case of period such Unexercised Portion would be exercisable if granted to the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act spouse continuing as an employee, officer, director or consultant independent contractor of a Participating Company on the date originally granted to the terminated spouse;
(iv) with respect to the Disability or Retirement of the Company or a subsidiary Optionee, the expiration of the Company in some other capacity immediately upon ceasing to act Option Term; provided, however, that the Option shall no longer be treated as an incentive stock option unless exercised within three (3) months of the date of such Disability or Retirement (or within one (1) year in the Original Position.case of an employee who is "disabled" within the meaning of Section 22(e)(3) of the Code);
(dv) Also notwithstanding with respect to the forgoingdeath of the Optionee, the expiration of three (3) years from the date of death (subject to the limitation set forth in Section 5.7 of the Plan and only if exercised by the Designated Beneficiary (as defined in Section 8.4 of the Plan) of the Optionee or the Optionee's personal representatives, heirs or legatees); provided, however, that the Option shall no longer be treated as an incentive stock option unless exercised within three (3) months of the date of the Optionee's death; provided, further, that if the Optionee dies after he following a termination of employment or, in the case of a nonemployee officer or she ceases director, status as an officer or director due to Retirement, Disability or a Special Event, if such death occurs before the Option is exercised, the Option held by the Optionee on the date of termination shall be exercisable by the Designated Beneficiary or the Optionee's personal representatives, heirs or legatees, as the case may be, to the same extent such Option was exercisable by the Optionee following such termination of employment;
(vi) with respect to a Special Event, the expiration of the period specified by the Committee in the manner set forth in Section 8.5 of the Plan;
(vii) with respect to the Optionee's cessation of employment with any Participating Company resulting from a voluntary termination by the Optionee (a "Resignation") or a termination for cause (as described in the second paragraph of Section 8.1 of the Plan) or is otherwise attributable to a breach by the Optionee of an employment, noncompetition or other similar agreement with a Participating Company;
(viii) except to the extent permitted by Article 7 of the Plan, the date on which the Option or any part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of by the Optionee.
(b) Anything contained herein to the contrary notwithstanding, the Option shall not be affected by any change of duties or position of the Optionee (including a transfer to or from any Participating Company), so long as the Optionee continues to be an employee of a Participating Company.
(c) In the case of an employee, officer or director on an approved leave of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the aboveabsence, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to Option of such person shall not be an officer affected unless such leave of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date absence is longer than 13 weeks in which is six (6) months after case the date of deathexercisability of such Option shall be postponed for a period equal to the length of such leave of absence unless waived by the Committee.
Appears in 1 contract
Samples: Nontransferable Incentive Stock Option Agreement (Linkon Corp)
Termination of Option. The Option, and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on the earliest to occur of the following dates as follows:
(a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest tenth (10th) anniversary date of the following dates:
date hereof (i) The the "Expiration Date");
(iib) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee Employee ceases for any reason to act as an officer of be employed by the Company or any subsidiary one of the Company;
its subsidiaries, other than by reason of death or Disability (iii) In the event as defined below). For purposes hereof, a transfer of the termination of the Optionee as an officer of Employee's employment between the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or and any subsidiary of the Company, or as a result between any subsidiaries of any dishonestythe Company, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being shall not be deemed to be a termination for “Cause”), of the earliest date on which Employee's employment.
(c) in the Optionee is notified by event Employee dies while employed with the Company of such termination; and
(iv) The date which is six (6) months from or any subsidiary, this Option may be exercised, to the extent vested on the date of his death, by the Optionee’s death Employee's executor, estate, personal representative or beneficiary, as the case may be, and to whom this Option is transferred by operation of law, at any time within one (1) year after the date of death, but not later than the Optionee is determined by Expiration Date. Following the Company to be unable to perform his or her duties as an officer expiration of such one-year period, this Option shall terminate;
(d) in the event Employee's employment with the Company or any subsidiary is terminated by reason of his Disability (which shall mean "permanent and total disability" as defined in Section 22(e)(3) of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company Code, or any subsidiary of successor statute), this Option may be exercised, to the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have extent vested and are exercisable on the date the Optionee ceases to be an officer of the Company or such Disability, at any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six time within one (61) months year after the date of deathsuch Disability, but not later than Expiration Date. Following the expiration of such one-year period, this Option shall terminate;
(e) the closing date of any Capital Transaction (as defined in Section 6 hereof); or
(f) the date the Company gives written notice to Employee of Employee's failure to pay the Exercise Price as provided in Section 3(e) hereof.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right to exercise any options that have vested unexercised portion of the option herein granted shall automatically and are exercisable shall without notice terminate on and become null and void at the time of the earliest of the following datesto occur:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, a. the date which is six (6) months expiration of ten years from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Companyoption was granted;
(iii) In a. the event expiration of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months 60 days from the date of the OptioneeParticipant’s death or Termination of Employment; provided, however, that (i) if the date Participant’s Termination of Employment is due to the Optionee Disability of the Participant, the provisions of sub-paragraph (c) below shall apply, (ii) if the Participant’s Termination of Employment is determined by the Company due to be unable to perform his or her duties death during employment by the Employer or an Affiliate or the Participant dies during the 60-day period following the date of the Participant’s Termination of Employment, the provisions of sub-paragraph (d) below shall apply; (iii) if the Participant experiences a Termination of Employment due to his or her Retirement, the provisions of sub-paragraph (e) below shall apply; (iv) if the Participant experiences a Termination of Employment due to his or her “Early Retirement” (defined as at least 55 years of age at the time of termination with at least five credited years of service with the Company or an officer Affiliate) at the time of the Participant’s Termination of Employment, the provisions of sub-paragraph (f) below shall apply; and (v) if the Participant experiences a Termination of Employment without Cause, and not due to the Participant’s Retirement or as described in Section 2(c) above that is not followed by an immediate re-hire by the Company or any subsidiary of its Affiliates, and provided the Participant is entitled to continued vesting through the Severance Period pursuant to Section 2(b)(ii), the provisions of sub-paragraph (g) below shall apply.
a. if Section 3(b)(i) applies, the expiration of 12 months after the Participant’s Termination of Employment because of Disability of the Company as a result Participant; provided, however, that if such Participant shall die during such 12 month period, then the unexercised portion shall become null and void 12 months after the death of any mental or physical disability the Participant;
a. if Section 3(b)(ii) applies, the expiration of 12 months after the death of the Participant;
a. if Section 3(b)(iii) applies, the expiration of 36 months after the Retirement of the Participant; provided, however, that is expected to result in death or that is expected to last for a continuous if such Participant shall die during the 36 month period following the date of twelve (12) months or more (such Participant’s Retirement, then the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested unexercised portion shall become null and are not exercisable shall terminate void on the earliest later of the following dates:
(i) The date the Optionee ceases to act as an officer expiration of 36 months after the Company or any subsidiary Retirement of the Company;
Participant, and (ii) In 12 months after the case death of the termination Participant;
a. if Section 3(b)(iv) applies, the expiration of 12 months after the Participant’s Termination of Employment; provided, however, that if such Participant shall die during such 12 month period, then the unexercised portion shall become null and void on the later of (i) the expiration of 12 months after the Participant’s Termination of Employment, and (ii) 12 months after the death of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such terminationParticipant; and
(iiia. if Section 3(b)(v) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7applies, the Optionee will be deemed not to have ceased to act as an officer expiration of 60 days following the Company or any subsidiary of Severance Period; provided, however, that if such Participant shall die during such Severance Period, then the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested unexercised portion shall become null and are exercisable void on the date later of (i) the Optionee ceases to be an officer expiration of 60 days following the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date Severance Period, and the date which is six (6ii) 12 months after the date death of deaththe Participant.
Appears in 1 contract
Samples: Stock Option Grant Award Agreement (Broadridge Financial Solutions, Inc.)
Termination of Option. (a) The This Option shall cease vesting upon termination of Optionee’s right employment relationship with Optionee’s employer (the “Employer”) (excluding a transfer to exercise the Company or any options that Parent, Subsidiary or Affiliate) and shall not be extended by any notice or equivalent period mandated under local law (e.g., a period of “garden leave” or similar period pursuant to local law) or as may be required by the terms of an employment agreement. Optionee’s employment relationship shall be considered to have vested terminated, and are exercisable shall terminate Optionee to have ceased to be employed by the Company or its Parent, Subsidiary or Affiliate, on the earliest of the following datesof:
(i1) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Employer delivers to Optionee ceases to act as an officer notice terminating the employment relationship (regardless of whether the Company notice or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company is lawful or any subsidiary of the Company as a result of a unlawful or is in breach of the Optionee’s obligations any contract of employment) unless Optionee is transferring employment to the Company or any subsidiary of the Company, or as a result of any dishonestyParent, fraud, misconduct, Subsidiary or Affiliate;
(2) the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company delivers notice to be unable to perform his or her duties as an officer Employer that Optionee is terminating the employment relationship (regardless of whether the Company notice or termination is lawful or unlawful or is in breach of any contract of employment) unless Optionee is transferring employment to the Company, or any subsidiary of the Company as a result of any mental Parent, Subsidiary or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).Affiliate;
(b3) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate the date on the earliest of the following dates:
(i) The date the which Optionee ceases to act as an officer of provide services to the Company Company, or any subsidiary Parent, Subsidiary or Affiliate, as appropriate, except where Optionee is on an authorized leave of the Company;absence; or
(ii4) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be considered an officer “employee” under Applicable Laws. For the avoidance of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the doubt if Optionee ceases to be an officer employee but remains a director of the Company, Optionee’s employment relationship shall be considered to have terminated for purposes of this Section 3.
b) If Optionee ceases to be employed by the Company or any subsidiary of Parent, Subsidiary or Affiliate, as appropriate, for any reason except death or Disability, this Option may be exercised to the Company shall terminate on extent (and only to the earliest of the Expiration Date and extent) that it would have been exercisable upon the date which is six of termination of Optionee’s employment, within three (63) months after the date of termination, subject to Section 2 above, but in any event no later than the Expiration Date of the Option. The date of termination of Optionee’s employment for purposes of this Agreement and any right to exercise this Option post-termination shall not be extended by any notice period mandated under local law, by contract or otherwise and shall be determined in accordance with Section 3(a) herein.
c) If Optionee ceases to be employed by the Company or any Parent, Subsidiary or Affiliate, as appropriate, due to Optionee’s Disability, this Option may be exercised to the extent (and only to the extent) specified in the Plan, subject to Section 2 above.
d) If Optionee ceases to be employed by the Company or any Parent, Subsidiary or Affiliate, as appropriate, due to Optionee’s death, and notwithstanding the terms of Section 6(i)(iii) of the Plan, this Option shall vest (if at all) in the same number of Shares under the Option as would have vested had Optionee remained employed by Employer through the Vesting Date (as specified in Exhibit A) immediately after his or her death but all other unvested Shares under the Option shall be forfeited. The Optionee’s vested Shares under the Option may be exercised by the Optionee’s legal representative within twelve (12) months after the final Vesting Date following Optionee’s death but in any event no later than the Expiration Date of the Option, provided such person provides proof, to the Company’s satisfaction, of his or her entitlement to act on behalf of Optionee’s estate. The committee of the Board of Directors of the Company administering the Plan (the “Committee”) shall have discretion to determine whether Optionee has ceased to be employed by the Company or any Parent, Subsidiary or Affiliate, as appropriate, and the effective date on which such employment terminated.
Appears in 1 contract
Samples: Performance Based Stock Option Agreement (Oracle Corp)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable Unless the Option terminates earlier as provided in this Section 6 the Option shall terminate and become null and void at the close of business at the Company’s principal business office on the earliest day before the date of the following dates:
tenth anniversary of the Grant Date (i) The the “Option General Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the ”). If Optionee ceases to act as be an officer employee of the Company or any subsidiary Subsidiary Corporation for any reason the Option shall not continue to vest after such cessation of service as an employee of the Company;Company or Subsidiary Corporation.
(iiia) In the event of the termination of the If Optionee as ceases to be an officer employee of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations Subsidiary Corporation due to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
Disability, (i) The date the Optionee ceases to act as an officer portion of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options Option that have vested and are was exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate and become null and void at the Optionee ceases to be an officer close of business at the Company or any subsidiary of the Company shall terminate Company’s principal business office on the earliest of the Expiration Date and the date which day that is six (6) months after the date of such death or Disability, but in no event after the Option General Expiration Date; and (ii) the portion of the Option that was not exercisable on the date of such cessation shall be forfeited and become null and void immediately upon such cessation.
(b) If Optionee ceases to be an employee of the Company or a Subsidiary Corporation due to Cause, all of the Option shall be forfeited and become null and void immediately upon such cessation, whether or not then exercisable.
(c) If Optionee ceases to be an employee of the Company or a Subsidiary Corporation for any reason other than death, Disability, or Cause, (i) the portion of the Option that was exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate and become null and void at the close of business at the Company’s principal business office on the later of (x) the day that is sixty (60) days after the date of such cessation, or (y) the day that is thirty (30) after any blackout period(s) under the Company’s Xxxxxxx Xxxxxxx Compliance Policy (as in effect from time to time) to the extent Optionee is then subject to any such blackout period(s), but in no event after the Option General Expiration Date, and (ii) the portion of the Option that was not exercisable on the date of such cessation shall be forfeited and become null and void immediately upon such cessation.
(d) Upon the death of Optionee prior to the expiration of the Option, Optionee’s executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to the termination of the Option to exercise the Option with respect to the number of shares that Optionee would have been entitled to exercise if he were still alive.
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (Rosetta Stone Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable Unless the Option terminates earlier as provided in this Section 6 the Option shall terminate and become null and void at the close of business at the Company’s principal business office on the earliest day before the date of the following dates:
tenth anniversary of the Grant Date (i) The the “Option General Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the ”). If Optionee ceases to act as be an officer employee of the Company or any subsidiary Subsidiary Corporation for any reason the Option shall not continue to vest after such cessation of service as an employee of the Company;Company or Subsidiary Corporation.
(iiia) In the event of the termination of the If Optionee as ceases to be an officer employee of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations Subsidiary Corporation due to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
Disability, (i) The date the Optionee ceases to act as an officer portion of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options Option that have vested and are was exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate and become null and void at the Optionee ceases to be an officer close of business at the Company or any subsidiary of the Company shall terminate Company’s principal business office on the earliest of the Expiration Date and the date which day that is six (6) months after the date of such death or Disability, but in no event after the Option General Expiration Date; and (ii) the portion of the Option that was not exercisable on the date of such cessation shall be forfeited and become null and void immediately upon such cessation.
(b) If Optionee ceases to be an employee of the Company or a Subsidiary Corporation due to Cause, all of the Option shall be forfeited and become null and void immediately upon such cessation, whether or not then exercisable.
(c) If Optionee ceases to be an employee of the Company or a Subsidiary Corporation for any reason other than death, Disability, or Cause, (i) the portion of the Option that was exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate and become null and void at the close of business at the Company’s principal business office on the later of (x) the day that is sixty (60) days after the date of such cessation, or (y) the day that is thirty (30) days after any blackout period(s) under the Company’s Xxxxxxx Xxxxxxx Compliance Policy (as in effect from time to time) to the extent Optionee is then subject to any such blackout period(s), but in no event after the Option General Expiration Date, and (ii) the portion of the Option that was not exercisable on the date of such cessation shall be forfeited and become null and void immediately upon such cessation.
(d) Upon the death of Optionee prior to the expiration of the Option, Optionee’s executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to the termination of the Option to exercise the Option with respect to the number of shares that Optionee would have been entitled to exercise if he were still alive.
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (Rosetta Stone Inc)
Termination of Option. This Option shall terminate and may no longer be exercised if Optionee ceases to be a member of the Board of Directors of the Company except:
(a) The If Optionee shall cease to be a director of the Company for any reason other than Optionee’s 's gross and willful misconduct or Optionee's death or disability (within the meaning of Section 22(e)(3) of the Code), Optionee shall have the right to exercise the Option at any options that have vested and are exercisable shall terminate time within seven months after such termination of directorship to the extent of the full number of shares Optionee was entitled to purchase under the Option on the earliest date of termination, subject to the condition that this Option shall not be exercisable after the expiration of the following dates:term of this Option.
(ib) The Expiration Date;
(ii) Subject If Optionee shall cease to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer be a director of the Company or any subsidiary by reason of Optionee's gross and willful misconduct during the course of Optionee's service as a director of the Company;
(iii) In the event , including but not limited to wrongful appropriation of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary funds of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession commission of a crime punishable by law (except minor violations) (each gross misdemeanor or felony, this Option shall be terminated as of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicablemisconduct.
(c) For purposes of this Section 7, the If Optionee will be deemed not to have ceased to act shall die while serving as an officer a director of the Company or within seven months after termination of Optionee's directorship for any subsidiary reason other than gross and willful misconduct, or become disabled (within the meaning of Section 22(e)(3) of the Code), while serving as a director of the Company and Optionee shall not have fully exercised this Option, this Option may be exercised at any time within 12 months after Optionee's death or disability by Optionee's personal representatives, administrators, or, if applicable, guardian or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution (Optionee's "Representative") or the “Original Position”) if provisions of Section 6, to the Optionee continues to act as an employee, officer, director or consultant extent of the Company or a subsidiary full number of the Company in some other capacity immediately upon ceasing shares Optionee was entitled to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable purchase under this Option on the date of Optionee's death, disability, or termination or directorship, if earlier, and subject to the Optionee ceases to condition that this Option shall not be an officer exercisable after the expiration of the Company or any subsidiary term of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deaththis Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Metris Companies Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest unexercised portion of the following datesOption (which portion was otherwise exercisable) shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following:
(i) The Expiration Datethe expiration of the Option Term;
(ii) Subject the expiration of three months from the date that the Optionee ceases to subsections be an employee of the Company or any other corporation which qualifies as a "subsidiary corporation" of the Company under Section 424(f) of the Code (cany of the aforementioned, a "Participating Company")) (other than as a result of a Total Disability (as defined in subparagraph (iii) below), a Resignation (as defined in subparagraph (iv) below) or a Termination For Cause (as defined in subparagraph (iv) below)); provided, however, that if the Optionee shall die during such three-month period, the time of termination of the unexercised portion of the Option shall be determined in accordance with subparagraph (iii) below;
(iii) the expiration of 12 months from the date that the Optionee ceases to be an employee of a Participating Company as a result of the Optionee's complete and permanent inability to perform all of 2 his or her duties under the terms of his or her employment with any Participating Company, as determined by the Committee upon the basis of such evidence, including independent medical reports and data, as the Committee deems appropriate or necessary (da "Total Disability");
(iv) immediately if the Optionee ceases to be employed by any Participating Company if such termination is a voluntary termination by the Optionee (a "Resignation") or a termination for cause or is otherwise attributable to a breach by the Optionee of an employment, noncompetition or other similar agreement with a Participating Company (any such termination, determined in accordance with paragraph (b) below, a "Termination For Cause"); provided, however, a retirement in accordance with the date which is six terms and conditions of a retirement plan adopted by a Participating Company shall not be deemed to be a Resignation;
(6v) months from except to the extent permitted by Section 14(a) of the Plan, the date on which the Optionee ceases to act as an officer of the Company Option or any subsidiary part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of the Company;
(iii) In the event descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of by the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest Any unexercised portion of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on Option which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed was not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer employed by any Participating Company shall terminate at midnight on the date on which such employment ceases.
(c) The Board of the Company or any subsidiary Directors of the Company shall terminate on have the earliest of the Expiration Date power to determine what constitutes a Termination For Cause, and the date upon which is six such Termination For Cause occurs. Any such determination shall be final, conclusive and binding upon the Optionee.
(6d) months after Anything contained herein to the date contrary notwithstanding, the Option shall not be affected by any change of deathduties or position of the Optionee (including a transfer to or from any Participating Company), so long as the Optionee continues to be an officer or employee of a Participating Company.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (E Sync Networks Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are unexercised portion of the --------------------- Option (which portion was otherwise exercisable shall terminate on the earliest date of termination) (the "Unexercised Portion") shall automatically terminate and shall become null and void and be of no further force or effect upon the first to occur of the following datesfollowing:
(i) The Expiration Datethe expiration of the Option Term;
(ii) Subject the expiration of three months from the date that the Optionee ceases to subsections be an employee of a Participating Company for any reason (including death), other than as a result of a Total Disability (as defined in subparagraph (iii) below), a Resignation (as defined in subparagraph (iv) below) or a Termination For Cause (as defined in subparagraph (iv) below)); provided, however, that if the Optionee ceases to be an employee -------- ------- other than due to death but subsequently dies during such three-month period, the Unexercised Portion shall be exercisable by the Optionee's executors or administrators during such period in accordance with Section 10 hereof;
(iii) the expiration of 12 months from the date that the Optionee ceases to be an employee of a Participating Company as a result of the Optionee's permanent and total disability (within the meaning of Section 22(e)(3) of the Code) (a "Total Disability");
(iv) immediately if the Optionee ceases to be employed by any Participating Company if such termination is a voluntary termination by the Optionee (a "Resignation") or a termination for cause or is otherwise attributable to a breach by the Optionee of an employment, noncompetition or other similar agreement with a Participating Company (any such termination, determined in accordance with paragraph (c) and (d) below, a "Termination For Cause"); provided, however, a retirement on or -------- ------- after an early or normal retirement date in accordance with the date which is six terms and conditions of a retirement plan adopted by a Participating Company shall not be deemed to be a Resignation;
(6v) months from except to the extent permitted by Section 10(f) of the Plan, the date on which the Optionee ceases to act as an officer of the Company Option or any subsidiary part thereof or right or privilege relating thereto is transferred (otherwise than by will or the laws of the Company;
(iii) In the event descent and distribution), assigned, pledged, hypothecated, attached or otherwise disposed of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of by the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest Any unexercised portion of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on Option which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed was not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer employed by any Participating Company shall terminate at midnight on the date on which such employment ceases.
(c) The Board of the Company or any subsidiary Directors of the Company shall terminate on have the earliest of the Expiration Date power to determine what constitutes a Termination For Cause, and the date upon which is six such Termination For Cause occurs. Any such determination shall be final, conclusive and binding upon the Optionee.
(6d) months after Anything contained herein to the date contrary notwithstanding, the Option shall not be affected by any change of deathduties or position of the Optionee (including a transfer to or from any Participating Company), so long as the Optionee continues to be an employee of a Participating Company.
Appears in 1 contract
Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Optionee at the earliest time specified below:
(a) The the tenth anniversary of the Award Date;
(b) if Optionee’s right to exercise employment with the Company and its Affiliates and service as a Director is terminated by the Company or a Subsidiary for “cause” (as determined by the Committee) at any options that have vested time after the Award Date, then the Option shall terminate immediately upon such termination of Optionee’s employment;
(c) if Optionee’s employment with the Company and are exercisable its Affiliates and service as a Director is terminated for any reason other than death, Disability or termination for “cause,” then the Option shall terminate on the earliest first business day following the expiration of the following dates:90-day period beginning on the date of termination of Optionee’s employment and service as a Director; or
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, if Optionee’s employment with the date which Company and its Affiliates and service as a Director is six (6) months from terminated due to the date on which death or Disability of the Optionee ceases to act as an officer at any time after the Award Date and while in the employ of the Company or any subsidiary its Affiliates or service as Director, or within 90 days after termination of such employment or service, then the Option shall terminate on the later of: (i) the first business day following the expiration of the Company;
two-year period which began on the date of Optionee’s death or Disability; or (iiiii) with respect to any vested Option Shares which become exercisable after such termination, the Option shall expire 90 days from the date such Option Shares become first exercisable. In the event the Option remains exercisable for a period of time following the date of termination of Optionee’s employment and service as a Director, the portion of the Option not exercisable upon termination, unless such termination of the Optionee is due to death or Disability and is exercisable (or will become exercisable) as an officer of the Company provided in Sections 2(c) or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”3(d), the earliest date on which the Optionee is notified by the Company shall terminate and be of such termination; and
(iv) The date which is six (6) months from no force and effect upon the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer termination of the Company or any subsidiary of the Company employment and service as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”)Director.
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Eagle Materials Inc)
Termination of Option. Unless the Option terminates earlier as provided in this Section 6 the Option shall terminate and become null and void on the tenth anniversary of the Grant Date (the “Option General Expiration Date”). If Optionee ceases to be an employee or Non-Employee Director of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee or Non-Employee Director of the Company.
(a) The Optionee’s right If Optionee ceases to exercise any options that have vested and are exercisable shall terminate on the earliest be an employee or Non-Employee Director of the following dates:
Company and any Subsidiary due to death or Disability, (i) The the portion of the Option that was exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of one year from the date of such death or Disability, but in no event after the Option General Expiration Date;
; and (ii) Subject the portion of the Option that was not exercisable on the date of such cessation shall be forfeited and become null and void immediately upon such cessation.
(b) If Optionee ceases to subsections be an employee or Non-Employee Director of the Company and any Subsidiary upon the occurrence of Optionee’s Retirement (as that term is defined in Section 21), (A) the portion of the Option that was exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to three years after the date of Retirement, but in no event after (x) the Option General Expiration Date or (y) the day before the date Optionee begins engaging in Competition (as that term is defined in Section 21) during such three-year period unless he or she receives written consent to do so from the Board or the Committee, and (B) the portion of the Option that was not exercisable on the date of Retirement shall be forfeited and become null and void immediately upon such Retirement.
(c) and (d) below, the date which is six (6) months from the date on which the If Optionee ceases to act as be an officer employee or Non-Employee Director of the Company or any subsidiary a Subsidiary due to Cause, all of the Company;
(iiiOption shall be forfeited and become null and void immediately upon such cessation, whether or not then exercisable. For purposes of this Section 6(c) In the event term “Cause” means the occurrence of one of the termination of following events: (i) the Optionee as an officer of the Company or any subsidiary of the Company as a result commission of a breach felony or a crime involving moral turpitude or the commission of the Optionee’s obligations any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law its Subsidiaries; (except minor violationsii) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company conduct tending to be unable to perform his or her duties as an officer of bring the Company or any subsidiary of its Subsidiaries into substantial public disgrace or disrepute; (iii) substantial and repeated failure to perform duties properly assigned or as reasonably directed, as determined by the Company as a result of any mental Company; (iv) gross negligence or physical disability that is expected willful misconduct with respect to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
its Subsidiaries; or (iiv) In the case breach of the termination duty of the Optionee as an officer of loyalty to the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company its Subsidiaries or other act of such termination; and
(iii) The date of the Optionee’s death fraud or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not dishonesty with respect to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Positionits Subsidiaries.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (Tuesday Morning Corp/De)
Termination of Option. In the event that Employee has a Termination of Service for any reason other than Retirement (aas defined below) The Optionee’s right or death, this Option shall immediately thereupon terminate, except that Employee shall have three (3) months from such termination to exercise any options that have vested and are exercisable shall terminate on the earliest unexercised portion of the following dates:
Option which is then exercisable (i) The Expiration Date;
(ii) Subject to subsections (c) and (d) belowor, if earlier, until the date which that is six ten (610) months years from the date on which of this Agreement). In the Optionee ceases to act as an officer event of Employee's Retirement, Employee may, within one (1) year after the date of such Retirement, or within ten (10) years from the date of this Agreement, whichever shall first occur, exercise any unexercised portion of the Option (whether or not exercisable). In the event that Employee shall die while in the employ of the Company or an Affiliate, any subsidiary unexercised portion of the Company;
Option (iiiwhether or not exercisable) In may be exercised by Employee's beneficiary or transferee, as hereinafter provided, for a period of one (1) year after the date of Employee's death or within ten (10) years from the date of this Agreement, whichever shall first occur. Notwithstanding the preceding two sentences, in the event that within one year of the termination date of this Agreement, Employee dies or has a Termination of Service due to Retirement, this Option shall immediately thereupon terminate. For purposes of this Agreement, “Retirement” shall mean Employee’s Termination of Service for any reason (other than due to Employee’s misconduct as determined by the Optionee Company in its sole discretion) after Employee has attained age 60 and completed at least five (5) years of continuous service as an officer Employee of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) Affiliate. For purposes of this Section 7Agreement, Termination of Service shall have the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act meaning set forth in the Original Position.
Plan and be determined by reference to Employee’s active service without reference to any other agreement, written or oral, including Employee’s contract of employment (d) Also notwithstanding if any). Thus, in the forgoingevent of Employee’s Termination of Service (whether or not in breach of local labor laws), if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company unless otherwise expressly provided for reasons other than a termination for Cause or for disability in accordance with the aboveunder this Agreement, the OptioneeEmployee’s right to vest in and exercise the Option, if any, will terminate effective on Employee’s Termination of Service and will not be extended by any options that notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have vested and are exercisable on the date exclusive discretion to determine when the Optionee ceases to be an officer Employee has incurred a Termination of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deathService.
Appears in 1 contract
Termination of Option. (a) The OptioneeUpon termination of Grantee’s right employment by reason of Retirement, the Grantee may, until the earlier of (i) the expiration of the Term of this Option or (ii) sixty (60) months from the date of termination of employment, exercise this Option or any portion thereof to the extent exercisable during such period; provided, however, if Grantee does not exercise any options that have vested and are exercisable shall terminate on the earliest portion of this Option which is an Incentive Stock Option within three (3) months of the date of termination of employment, such unexercised Incentive Stock Option will thereafter be treated as a Nonqualified Stock Option.
(b) Upon termination of Grantee’s employment by reason of death or Disability (as determined by the Committee), the Grantee or the Grantee’s Successor may exercise that portion of this Option which is exercisable at the date of such termination until the earlier of the expiration of the Term of this Option or twelve (12) months following datessuch termination.
(c) Upon termination of Grantee’s employment for a reason other than death, Disability or Retirement during the Term of the Option, the Grantee may exercise the Option to the extent exercisable at the date of termination of employment until the earlier of:
(i) The Expiration Date;the expiration of the Term of the Option; or
(ii) Subject to subsections three (c) and (d) below, the date which is six (63) months from the date on which the Optionee ceases to act as an officer following such termination of the Company or any subsidiary of the Company;
(iii) In employment; provided, however, that in the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result employment of a breach Grantee on account of the Optionee’s obligations fraud, dishonesty or other acts detrimental to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant interests of the Company or a subsidiary Subsidiary, this Option and any and all rights hereunder shall automatically terminate as of the Company in some other capacity immediately upon ceasing to act in the Original Positiondate of such termination of employment.
(d) Also notwithstanding If the forgoing, if the Optionee dies after he or she ceases Grantee shall cease for any reason whatsoever to be an officer employed by the Company or a Subsidiary prior to the vesting of any portion of this Option, the Option shall terminate immediately upon cessation of employment.
(e) A transfer of the Grantee’s employment from the Company to a Subsidiary of the Company or vice versa, or from one Subsidiary to another, without an intervening period, shall not be deemed a termination of employment with the Company.
(f) Exercise of this Option or any subsidiary installment hereunder by the Grantee or the Successor of the Company for reasons other than a termination for Cause or for disability in accordance with the aboveGrantee, the Optionee’s right shall be subject to exercise any options that have vested all terms and are exercisable on the date the Optionee ceases to be an officer conditions of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deathPlan.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right Option and all rights hereunder with respect thereto, to exercise any options that the extent such rights shall not have vested and are exercisable been exercised, shall terminate and become null and void on the earliest of the following dates:
(i) The Expiration Date;
July 15, 2025, if and only if the Option vests under section 2 of this Stock Option Agreement, or (ii) Subject July 15, 2021, if the Option does not vest under section 2 of this Stock Option Agreement, subject to subsections the occurrence of the events contemplated under clause (cb) of section 2 above whereby the Option would not terminate until July 15, 2022 (the “Option Term”). The Option Term will not be subject to early termination under sections 5(g) and (d5(i) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company 2015 Stock Option Plan with respect to death or any subsidiary of the Company;disability.
(iiib) In the event of the death of the Grantee, the Option may be exercised by the Grantee’s legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee as set forth herein.
(c) if the Committee finds by a majority vote after full consideration of the facts that a Grantee, before or after termination of his employment with the Optionee as Company or an officer Affiliate for any reason (i) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary affiliate of the Company, which conduct damaged the Company or as a result of any dishonesty, fraud, misconduct, the unauthorized use subsidiary or disclosure of confidential information or trade secretsaffiliate, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer disclosed trade secrets of the Company its subsidiary or any subsidiary of the Company as a result of any mental its affiliate, or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company participated, engaged in or any subsidiary of the Company for Causehad a material, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death financial or the Disability Determination Dateother interest, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act whether as an employee, officer, director director, consultant, contractor, shareholder, owner, or consultant otherwise, in any commercial endeavor anywhere which is competitive with the business of the Company or a subsidiary or Affiliate without the written consent of the Company in some other capacity immediately upon ceasing Company, the Grantee shall forfeit any and all outstanding rights under the Option. Clause (ii) shall not be deemed to act in have been violated solely by reason of the Original Position.
(d) Also notwithstanding the forgoingGrantee’s ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the Optionee dies after he or she ceases corporation. The decision of the Committee as to be the cause of an officer of Employee’s discharge, the damage done to the Company or any a subsidiary or an affiliate, and the extent of an Grantee’s competitive activity shall be final. No decision of the Company for reasons other than a termination for Cause or for disability in accordance with Committee, however, shall affect the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer finality of the Company or any subsidiary discharge of the Company shall terminate on Employee by the earliest of the Expiration Date and the date which is six (6) months after the date of deathCompany.
Appears in 1 contract
Samples: Stock Option Agreement (Torchlight Energy Resources Inc)
Termination of Option. (a) The Optionee’s right to exercise any options that have vested and are Option, which is exercisable as provided in Section 6 above, shall terminate and be of no force or effect on the earliest 730th day after the later of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee Participant ceases to act serve as an officer a director of the Company; and (ii) the date Participant ceases to perform services in any other capacity for the Company or any subsidiary of its Subsidiaries or Affiliates, such as under a consulting contract or under an employment agreement; provided, further, that in no instance may the term of the Company;
(iii) In Option, as so extended, exceed the date of expiration set forth in Section 1(d), above. Notwithstanding anything to the contrary set forth herein, in the event of the termination of the Optionee as an officer Participant’s employment or directorship for Cause, the Option and all rights granted hereunder shall be forfeited and deemed canceled and no longer exercisable on the day of such termination of employment or directorship. For the purposes of their Agreement, ‘‘Cause’’ shall mean (i) any act of fraud or embezzlement in respect of the Company or any subsidiary of their respective funds, properties or assets; (ii) conviction of the Company as a result Participant of a breach felony or of a plea of guilty or nolo contendre involving a felony, whether or not involving the Optionee’s obligations Company; (iii) willful misconduct or gross negligence by the participant in connection with the performance of his or her duties to the Company or willful violation of Company policies; (iv) intentional dishonesty by the Participant in the performance of his or her duties to the Company; (v) any subsidiary fraud, theft, misappropriation of or embezzlement by the Participant in connection with the performance of his or her duties to the Company; (vi) engagement by the Participant in the use of illegal substances or alcohol, which use has impaired the Participant’s ability, as determined by the Board of Directors of the Company, or as a result of any dishonestyon an ongoing basis, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of to the Company Company; or any subsidiary of (vii) breach by the Company as a result Participant of any mental or physical disability that is expected to result terms and conditions set forth in death or that is expected to last for a continuous period any non-competition, non-solicitation and/or non-disclosure agreement executed by the Participant. A determination of twelve (12) months or more (Cause shall be made by the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest Board of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary Directors of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (Sona Mobile Holdings Corp)
Termination of Option. (a) The Optionee’s right to exercise any options that have Both the vested and are exercisable unvested portions of the Option shall terminate on the earliest of the following datesdates as provided below:
(ia) The Expiration Date;
automatically and without further notice three (ii3) Subject to subsections (c) and (d) below, months after the date which is six (6) months from the date on upon which the Optionee ceases to act as be an officer of the Company or any subsidiary of the Company;
(iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant employee of the Company or a subsidiary Subsidiary, unless the cessation of employment (i) is a result of the death or normal retirement of the Optionee (as determined under a retirement program sponsored by the Company or the Subsidiary) (ii) the Committee determined that the Optionee is Disabled, or (iii) occurs in a manner described in (d) or (e) below;
(b) automatically and without further notice three (3) years after the date of the death of the Optionee or the date that the Committee determined the Optionee became Disabled, in each case while an employee of the Company in some other capacity immediately upon ceasing to act or a Subsidiary, or ten (10) years after the Date of Grant in the Original Position.case of normal retirement of the Optionee (as determined under a retirement program sponsored by the Company or the Subsidiary);
(dc) Also notwithstanding automatically and without further notice one (1) year after death of the forgoingOptionee, if the Optionee dies after he the termination of employment with the Company or she ceases a Subsidiary and prior to be the termination of the Option;
(d) automatically and without further notice upon the termination of the Optionee’s employment for Cause;
(e) if the Board or the Committee shall so determine, if the Optionee, either during employment by the Company or a Subsidiary or within two (2) years after termination of such employment, shall become an officer employee of a competitor of the Company or a Subsidiary or shall engage in any subsidiary other conduct that is competitive with the Company or a Subsidiary; in addition if the Board or the Committee shall so determine, the Optionee shall, forthwith upon notice of such determination, (i) return to the Company, in exchange for payment by the Company of the Option Price paid therefor, all the Common Shares that the Optionee has not disposed of that were purchased pursuant to this Agreement within a period of one (1) year prior to the date of the commencement of such employment or other competitive conduct, and (ii) with respect to any Common Shares so purchased that the Optionee has disposed of, pay to the Company for reasons other than a termination for Cause or for disability in accordance with cash the above, difference between (1) the Optionee’s right to exercise any options that have vested Option Price and are exercisable (2) the Market Value Per Share of the Common Shares on the date of exercise. To the Optionee ceases extent that such amounts are not paid to the Company, the Company may set off the amounts so payable to it against any amounts that may be an officer of owing from time to time by the Company or a Subsidiary to the Optionee, whether as wages, deferred compensation or vacation pay or in the form of any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six other benefit or for any other reason; or
(6f) months ten years after the date Date of deathGrant.
Appears in 1 contract
Samples: Stock Option Agreement (Lincoln Electric Holdings Inc)
Termination of Option. (a) The This Agreement and the Optionee’s 's right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates:
(ia) The Expiration Date;
(iib) Subject to subsections subsection (c) and (d) below, the date which is six (6) months 30 days from the date later of the dates on which which: (i) the Optionee ceases to act as an a director or officer of the Company or any subsidiary of the Company; (ii) the Optionee ceases to be engaged as a consultant of the Company or any subsidiary of the Company; or (iii) the Optionee ceases to be an employee of the Company or any subsidiary of the Company. For the purposes of this subsection, the Optionee will be deemed not to have ceased to act as an employee, officer, director or consultant (the “Original Position”) of the Company or a subsidiary of the Company if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position;
(iiic) In the event of the termination of the Optionee as an officer of the Company a director, officer, employee or any subsidiary of the Company consultant as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such terminationterminated as a director, officer, employee or consultant; andor
(ivd) The date which is six (6) months from the date of the Optionee’s 's death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an employee, director, officer or consultant of the Company or any a subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) 12 months or more (more. Notwithstanding the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoingforegoing, if the Optionee dies after he or she ceases to be an employee, director, officer of the Company or any subsidiary consultant of the Company for reasons other than a termination for Cause or for disability in accordance determined inaccordance with the subsection (d) above, the Optionee’s right rights to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company granted herein shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right to exercise any options that have vested Any unexercised portion of the Option shall automatically and are exercisable shall without notice terminate on and become null and void at the time of the earliest of the following datesto occur of:
(i) The Expiration Datethree months after the date on which the Optionee's employment with the Company and its Subsidiaries is terminated for any reason other than by reason of (A) Cause, which, solely for purposes of this Agreement, shall mean the termination of the Optionee's employment by reason of the Optionee's willful misconduct or gross negligence, (B) a mental or physical disability (within the meaning of Section 22(e) of the Code) of the Optionee as determined by a medical doctor satisfactory to the Committee, or (C) death;
(ii) Subject to subsections immediately upon the termination of the Optionee's employment with the Company and its Subsidiaries for Cause;
(ciii) and (d) below, [INSERT PERIOD] months after the date on which the Optionee's employment with the Company and its Subsidiaries is six terminated by reason of a mental or physical disability (6within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Committee;
(iv) [INSERT PERIOD] months from after the date of termination of the Optionee's employment with the Company and its Subsidiaries by reason of the death of the Optionee (or if later, three months after the date on which the Optionee ceases shall die if such death shall occur during the [INSERT PERIOD] period specified in paragraph (iii) of this Section 6); or
(v) immediately in the event that the Optionee shall file any lawsuit or arbitration claim against the Company or any Subsidiary, or any of their respective officers, directors or shareholders of the Company. All references herein to act as the termination of the Optionee's employment shall, in the case of an officer Optionee who is not an employee of the Company or any subsidiary of the Company;
(iii) In the event of a Subsidiary, refer to the termination of the Optionee as an officer of Optionee's service with the Company or any subsidiary a Subsidiary.
(b) To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (1) the Company as a result of a breach of the Optionee’s obligations to the Company liquidation or any subsidiary dissolution of the Company, or as a result (2) any reorganization, merger, consolidation or other form of any dishonestycorporate transaction in which the Company does not survive, fraud, misconduct, unless the unauthorized use or disclosure of confidential information or trade secretssuccessor corporation, or conviction a parent or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company subsidiary of such termination; and
(ivsuccessor corporation, assumes the Option or substitutes an equivalent option or right pursuant to Section 10(c) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested Plan, and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case Committee or the Board in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any corporate transaction described in Subsection 8(b)(i) of the termination Plan in which the Company does survive, any Option that remains unexercised on such date. The Committee or the Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee as an officer may condition the Optionee's exercise of the Company or any subsidiary Option upon the consummation of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of a transaction referred to in this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position6(b).
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right Subject to exercise any options that have vested paragraph 4(f) hereof and are exercisable shall terminate on the earliest Section 102 of the following datesOrdinance:
(i) The Expiration Date;if the Optionee ceases to be employed by the Company as a result of his disability or his retirement with the consent of the Company, then any Options that are exercisable by him at the time he ceases to be employed by the Company, and only to the extent such Options are exercisable as of such time, may be exercised by him.
(ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which if the Optionee ceases to act as an officer of be employed by the Company or as a result of his dismissal without cause, then any subsidiary Options that are exercisable by him at the time he ceases to be employed by the Company, and only to the extent such Options are exercisable as of such time, may be exercised by him within sixty (60) days after the date he ceases to be employed by the Company;
(iii) In If the event holder of the termination of the Optionee as an officer of the Company or any subsidiary of Option ceases to be employed by the Company as a result of a breach of his retirement without the Optionee’s obligations Company's consent, then any Options that are exercisable by him at the time he ceases to the Company or any subsidiary of be employed by the Company, or and only to the extent such Options are exercisable as a result of any dishonestysuch time, fraud, misconduct, may be exercised by him within thirty (30) days after the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified he ceases to be employed by the Company of such termination; andCompany;
(iv) The date which is six (6) months from If the date holder of the Optionee’s death or the date the Optionee is determined by the Company an Option ceases to be unable to perform his or her duties as an officer of the Company or any subsidiary of employed by the Company as a result of his dismissal for cause, any mental Options that are exercisable by him at the time he ceases to be employed by the Company shall be reacquired by the Escrow Agent as trustee on behalf of the Company and shall be reissued under the Plan according to the terms specified in sub-section 6(f) hereof. In such case the Company shall not be obligated to give the Employee prior written or physical disability that is expected oral notice regarding the reacquiring of the exercisable Options.
(v) if the Optionee shall die while in the employ of the Company, his estate, personal representative or beneficiary shall have the right to result exercise the entire Option granted to the option holder pursuant to the Plan at any time, in death or that is expected respect of the total number of shares as to last for a continuous period which he would have been entitled to exercise an Option at the date of twelve (12) months or more (the “Disability Determination Date”)his death.
(b) The Optionee’s right Notwithstanding the foregoing, the Optionee understands and agrees that any termination of employment prior to exercise any options that have not vested and are not exercisable shall terminate on the earliest expiration of the following dates:
(i) The date 2 year Holding Period required under Section 102 of the Ordinance and Rules may subject the Optionee ceases to act as an officer forfeiture of the Company or any subsidiary tax benefits available under Section 102 of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicableOrdinance.
(c) For purposes In the event of this Section 7the institution of any legal proceedings directed to the validity of the Plan or the Option, the Optionee will be deemed not Company may, in its sole discretion, and without incurring any liability therefore to have ceased to act as an officer of the Company or any subsidiary of Optionee, terminate the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original PositionOption.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer Directors of the Company or any subsidiary the Committee responsible may change the above provisions as it deems fit.
(e) In accordance with section 102 of the Income Tax Ordinance and pursuant to this paragraph 8, shares held in trust by the escrow agent during the legal holding period (from the date of the grant of the option) that have not become free shares during the established period, shall be held in trust for the benefit of the Company and shall be disposed of according to the plan, and the employee shall have no rights to them.
(f) For the purposes of this Agreement, "cause" shall exist if Employee (i) breaches one of the fundamental terms of his Employment Agreement; (ii) engages in willful misconduct or acts in bad faith with respect to the Company in connection with and related to his employment; (iii) is convicted of a felony or is held liable by a court of competent jurisdiction for reasons other than a termination for Cause fraud against the Company; or for disability in accordance (iv) fails to materially comply with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer instructions of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deathCompany.
Appears in 1 contract
Termination of Option. (a) The Optionee’s right Option and all rights hereunder with respect thereto, to exercise any options that have vested and are exercisable the extent such Option has vested, shall terminate on and become null and void after the earliest expiration of five (5) years from the Date of Grant (the "Option Term").To the extent that the Option has not vested in accordance with Section 2above, then the non-vested portion of the following dates:
(i) The Expiration Date;
(ii) Subject to subsections (c) Option shall terminate and (d) below, become null and void upon the date which is six (6) months from termination of the date on which the Optionee ceases to act Grantee as an employee, officer of the Company or any subsidiary director of the Company;.
(iiib) In the event of the death of the Grantee, the Option may be exercised by the Grantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(c) In the event the Board (or Committee, if any) finds by a majority vote after full consideration of the facts that Grantee, before or after termination of his employment with the Optionee as Company or an officer Affiliate for any reason (i) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary affiliate of the Company, which conduct damaged the Company or as a result of any dishonesty, fraud, misconduct, the unauthorized use subsidiary or disclosure of confidential information or trade secretsaffiliate, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and
(iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer disclosed trade secrets of the Company its subsidiary or any subsidiary of the Company as a result of any mental its affiliate, or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company participated, engaged in or any subsidiary of the Company for Causehad a material, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death financial or the Disability Determination Dateother interest, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act whether as an employee, officer, director director, consultant, contractor, shareholder, owner, or consultant otherwise, in any commercial endeavor anywhere which is competitive with the business of the Company or a subsidiary or Affiliate without the written consent of the Company in some other capacity immediately upon ceasing Company, the Grantee shall forfeit all outstanding Options. Clause (ii) shall not be deemed to act in have been violated solely by reason of the Original Position.
(d) Also notwithstanding the forgoingGrantee's ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the Optionee dies after he corporation. The decision of the Board (or she ceases Committee, if any) as to be an officer the cause of the Grantee's discharge, the damage done to the Company or any a subsidiary or an affiliate, and the extent of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to Grantee's competitive activity shall be an officer final. No decision of the Company Board (or any subsidiary Committee, if any) however, shall affect the finality of the Company shall terminate on the earliest discharge of the Expiration Date and Grantee by the date which is six (6) months after the date of deathCompany.
Appears in 1 contract
Termination of Option. Subject to such other terms or conditions that may be attached to Options granted hereunder, an Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect upon the earliest of:
(a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate the Expiry Time on the earliest of Expiry Date;
(b) unless otherwise determined by the Board and expressly provided for in the Option Certificate, the 90th day following datesthe date the Option Holder ceases to by an Eligible Person for any reason other than death, Disability or cause;
(c) the date on which the Option Holder ceases to be an Eligible Person:
(i) The Expiration Datefor cause (which, in the case of a Consultant, includes any breach of an agreement between the Company and the Consultant);
(ii) Subject for not meeting the qualifications set forth in the corporate legislation applicable to subsections the Company; or
(ciii) and an order made by any Regulatory Authority having jurisdiction to so order;
(d) the date established, if applicable, in Section 6.2 of this Plan [Death];
(e) subject to Subsection (f) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer established, if applicable, in Section 6.3 of the Company or any subsidiary of the Companythis Plan [Disability];
(iiif) In the event date established, if applicable, in Section 6.4 of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such terminationthis Plan [Disability and death]; and
(ivg) The date which is six (6) months from the date established, if applicable, in Section 12.4 of this Plan [Triggering Event]. In the event that the Option Holder ceases to hold the position of Employee, Executive Officer, Director, or Consultant for which the Option was originally granted, but comes to hold a different position as an Employee, Executive Officer, Director, or Consultant prior to the expiry of the Optionee’s death or Option, the date Board may, in its sole discretion, choose to permit the Optionee is determined by the Company Option to stay in place for that Option Holder with such Option then to be unable to perform treated as being held by that Option Holder in his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”).
(b) The Optionee’s right to exercise any options that have new position and such will not vested and are not exercisable shall terminate on the earliest of the following dates:
(i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company;
(ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and
(iii) The date of the Optionee’s death or the Disability Determination Date, as applicable.
(c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position.
(d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases considered to be an officer amendment to the Option in question requiring the consent of the Company or any subsidiary Option Holder under Section 9.2 of this Plan. Notwithstanding anything else contained herein, in no case will an Option be exercisable later than the Expiry Date of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of deathOption.
Appears in 1 contract
Samples: Amalgamation Agreement
