Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option term"). (b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term. (c) 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. (d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment. (e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 5 contracts
Samples: Incentive Stock Option Agreement (WGNB Corp), Incentive Stock Option Agreement (WGNB Corp), Incentive Stock Option Agreement (WGNB Corp)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence If employment of the Grantee's ceasing for any reason to be employed Grantee by the Employer (such occurrence being a "termination of the Grantee's employment")Company is terminated, the Option, to the extent not previously exercised, unexercisable Options shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided hereinbe terminated. Upon a termination of the Grantee's employment by reason of disability, death, or retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of disability, death or retirement, disability or death: (Ii) the one-year period following the date of such termination of the Grantee's employment in the case of a disability (within the meaning of Section 422(e)(3) of the Code), (ii) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's deathXxxxxxx, and (iiiii) the threeone-month year period following the date of such termination in the case of termination retirement on or after attainment of employment for any reason age 65, or in the case of disability other than the death of the Granteeas described in (i) above. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(s), ) (but only to the extent that the Option would otherwise have been exercisable by the Grantee).
(d) A transfer of the Grantee's employment between WGNB the Company and any subsidiary affiliate of WGNBthe Company, or between any subsidiaries of WGNBthe Company, shall not be deemed to be a termination of the Grantee's employment.
(e) All rights of Grantee to exercise the Options shall be suspended for a period of twelve (12) months immediately following the date upon which Xxxxxxx receives a "hardship withdrawal" from a retirement plan qualifying under Section 401(k) of the Code.
(f) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company or any subsidiary of WGNBthe Company, (ii) breach any covenant not to compete, or employment contract, with the Company or any subsidiary of the Company, or (iii) engage in conduct that would warrant the Grantee's discharge for cause (excluding general dissatisfaction with the performance of the Grantee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon the Company or any subsidiary of the Company), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 3 contracts
Samples: Grant of Incentive Stock Option (Fidelity Leasing Inc), Incentive Stock Option Agreement (Fidelity Leasing Inc), Incentive Stock Option Agreement (Fidelity Leasing Inc)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon When the occurrence Grantee ceases to be a director of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")Company, the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Separation Date, except in a case where the Grantee's employment, except service as provided herein. Upon a termination director of the Grantee's employment Company ceases by reason of retirement, disability Disability or death or otherwise as follows. If the Grantee ceases to be a director of the Company by reason of Disability or death, all unexercised portions of the Option shall become immediately exercisable and the Option may be exercised during the following periods, but only to the extent that the Option was outstanding period beginning upon such termination and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than ending one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Granteedate. In no event, however, shall any such period extend beyond the Option Term. If the Participant's service as a director of the Company terminates for any other reason prior to the exercise of all portions of the Option, the Participant shall have the right within three (3) months of his Separation Date, but not beyond the expiration date of the Option, to exercise such unexercised portions of the Option.
(c) In the event of the death of the GranteeXxxxxxx's death, the Option may be exercised by the granteeXxxxxxx's legal representative(s), but only ) as and to the extent that the Option would otherwise have been exercisable by Xxxxxxx, subject to the Granteeprovisions of Section 3(b) hereof.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of shall: (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company, its Parents or Subsidiaries, or (ii) engage in conduct that would warrant Grantee's removal for cause (excluding general dissatisfaction with the performance of Xxxxxxx's duties, but including any act of disloyalty or any subsidiary of WGNBconduct clearly tending to bring discredit upon the Company, its Parents or Subsidiaries), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 3 contracts
Samples: Nonqualified Stock Option Agreement (NRG Generating U S Inc), Nonqualified Stock Option Agreement (NRG Generating U S Inc), Nonqualified Stock Option Agreement (Cogeneration Corp of America)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I1) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee's death, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, Employer and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than due to the death retirement or disability of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(c) 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.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of commit any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 3 contracts
Samples: Bonus and Stock Option Agreement (WGNB Corp), Bonus and Stock Option Agreement (WGNB Corp), Bonus and Stock Option Agreement (WGNB Corp)
Termination of Option. (a) The Option and all rights hereunder with respect thereto, to the extent such rights shall not have been exercisedexercised or terminated earlier in accordance with the terms of this Agreement, shall terminate and become null and void after the expiration of ten (10) years from the Grant Date of Grant (the "“Option term"Term”).
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "Participant’s termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such employment by Atlas (“Termination of Employment”) or termination of the Grantee's employment, except as provided herein. Upon a termination service to Atlas (“Termination of the Grantee's employment Service”) by reason of retirement, disability or deathDisability, the Option may be exercised during the following periods, but only to the extent that portion of the Option that was outstanding and exercisable on any as of such date Termination of retirement, disability or death: Employment may be exercised by the Participant during the six (I) the one-year 6)-month period following the date of issuance Termination of letters testamentary or letters Employment by reason of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the EmployerDisability, but not later than one year after the Grantee's death, and (ii) the three-month period following the date end of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(c) In Upon the event Participant’s Termination of Employment or Termination of Service by reason of death, any unvested portion 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 shall immediately vest in full and become exercisable by the GranteeParticipant’s legal representative for the one (1) year period following the date of Termination of Employment or Termination of Service, but not later than the end of the Option Term.
(d) A transfer Upon the Participant’s Termination of the Grantee's employment between WGNB and any subsidiary Employment or Termination of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNBService for Cause, any unexercised portion of the Option shall immediately terminate and be become null and void.
(e) Upon the Participant’s Termination of Employment or Termination of Service other than as provided for in Sections 3(b), (c) and (d) above, the portion of the Option that was outstanding and exercisable as of such Termination of Employment or Termination of Service may only be exercised during the ninety (90) day period following such Termination of Employment or Termination of Service, but not later than the end of the Option Term.
(f) A transfer of the Participant’s employment between the Partnership and any Subsidiary or Affiliate, or between any Subsidiaries or Affiliates, shall not be deemed to be a Termination of the Employment.
Appears in 2 contracts
Samples: Option Grant Agreement (Atlas Resource Partners, L.P.), Option Grant Agreement (Atlas Energy, L.P.)
Termination of Option. (a) The Option and all rights hereunder with respect thereto, to If the extent such rights shall not have been exercised, shall terminate and become null and void after the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence of the Grantee's ceasing Optionee ceases for any reason to be employed an employee of the Company, or a 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's employment shall have terminated by resignation or other voluntary action (other than retirement), or if such employment shall have been terminated involuntarily for Cause (as defined in the Plan), this option shall terminate and may no longer be exercised;
(b) unless otherwise determined by the Employer (such occurrence being a "termination of Option Committee, if the GranteeOptionee's employment")employment shall have been terminated for any reason other than for Cause, resignation or other voluntary action before he is eligible to retire, becomes disabled or dies, the OptionOptionee may exercise this option, to the extent not previously exercisedit was exercisable on the date of termination of the Optionee's employment, shall terminate and become null and void immediately upon at any time within a period of three (3) months after such termination of the Grantee's employment, except as provided herein. Upon a termination of or until the GranteeExpiration Date, if earlier;
(c) if the Optionee's employment by reason shall have been terminated because of retirement, disability or deathDisability (as defined in the Plan), the Option Optionee may be exercised during the following periodsexercise this option, but only to the extent that the Option option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case termination of the GranteeOptionee's death during his employment by the Employeremployment, but not later than one year at any time within a period of twelve (12) months after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than or until the Expiration Date, if earlier; provided, that the death of the Grantee. In no event, however, Optionee during the 12-month period provided in this Section 7(c) shall any extend such period extend beyond for another 12 months from the Option Term.date of death or until the Expiration Date, if earlier; and
(cd) In if the event Optionee's employment shall have been terminated because of the death of the Granteedeath, the Option may be exercised by the grantee's legal representative(s)option, but only to the extent that the Option would otherwise have been exercisable Optionee was entitled to exercise it on the date of death, may be exercised within a period of twelve (12) months or until the Expiration Date, if earlier, after the Optionee's death by the Grantee.
(d) A transfer person or persons to whom the Optionee's rights under the option shall pass by will or by the laws of descent and distribution; provided, however, that the exercise of this option shall at all times be subject to the provisions of paragraph 2 hereof. The Option Committee's determination of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a reason for termination of the GranteeOptionee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee employment shall be convicted of any act conclusive and binding on the Optionee and his or malfeasance her representatives or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and voidlegatees.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (Peoples Bancshares Inc), Incentive Stock Option Agreement (Peoples Bancshares Inc)
Termination of Option. Except as provided in the fourth sentence of this Paragraph 5, in the event of the Employee's Termination of Employment for any reason other than Early or Normal Retirement, Disability or death, the Employee may, within three (a3) The Option and all rights hereunder with respect theretomonths after the date of such Termination, or prior to the extent such rights Expiration Date, whichever shall not have been exercisedfirst occur, shall terminate and become null and void exercise any vested but unexercised portion of this option. In the event of the Employee's Termination of Employment due to Disability, the Employee may, within three (3) years after the expiration date of ten such Termination, or prior to the Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this option. In the event of the Employee's Termination of Employment due to Early or Normal Retirement, the Employee may, within five (105) years from the Date date of Grant (such Termination, or prior to the "Option term").
(b) Upon Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this option. In the occurrence event of the GranteeEmployee's ceasing Termination of Employment within one year after a Change of Control for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")other than Early or Normal Retirement, the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability Disability or death, the Option Employee may, within one (1) year after the date of such Termination, or prior to the Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this option. In addition, this option shall terminate (a) on the first date on which the option no longer may be exercised during become exercisable pursuant to Paragraph 4 above, or (b) upon exercise of the following periods, tandem limited stock appreciation right (the "TLSAR") granted with this option (but only to the extent provided in the following sentence). For each Share with respect to which the TLSAR is exercised, the right to exercise [NUMBER] of the Shares subject to this option shall immediately terminate, provided that the Option was outstanding and exercisable on any such date number of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration Shares which so terminate shall be rounded to the executor nearest whole number (or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of to such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the grantee's legal representative(s), but only number as is appropriate to the extent ensure that the Option would otherwise have been exercisable total number of shares covered by this option does not exceed the Granteenumber specified in Paragraph 1 above).
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (Transamerica Corp), Nonqualified Stock Option Agreement (Transamerica Corp)
Termination of Option. (a) The Option and all rights hereunder with respect thereto, to In the extent such rights shall not have been exercised, shall terminate and become null and void after event that the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason Employee ceases to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")Xxxxxx or any Subsidiary or Parent Corporation, the Option, as determined pursuant to the extent not previously exercisedPlan, at any time prior to exercise of this option in full, this option shall terminate and become null and void immediately upon such termination of the Grantee's employmentmay no longer be exercised, except as provided herein. Upon a termination of follows:
a. if the Grantee's Employee’s employment by shall have been terminated for any reason of retirement, disability other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Option Employee may be exercised during at any time within a period of three months after such termination of employment exercise this option to the following periodsextent it was exercisable on the date of termination of the Employee’s employment;
b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), but only the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option;
c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period of one year after such termination of employment exercise this option to the extent that the Option option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case termination of the Grantee's death during his Employee’s employment; and
d. if the Employee’s employment by the Employer, but not later than one year after the Grantee's shall have been terminated because of death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no eventoption, however, shall any such period extend beyond the Option Term.
(c) 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 Employee was entitled to exercise it on the date of death, may be exercised within a period of one year after the Employee’s death by the Grantee.
(d) A transfer person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone after the date of expiration of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employmentoption as described in Paragraph 2 hereof.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Rogers Corp), Non Qualified Stock Option Agreement (Rogers Corp)
Termination of Option. (a) 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 after the expiration of ten (10) five years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance termination: (i) not later than six (6) months from the date of letters testamentary or letters termination of administration to the executor or administrator Grantee's employment in the case of a deceased Granteedisability (within the meaning of Section 22(e) (3) of the Code), (ii) in the case of the Grantee's death during his employment by the Employer, but not later than one year after six (6) months from the Grantee's date of death, and (iiiii) the three-month period following not later than three (3) months from the date of such termination in the case of termination of employment for any reason other than the death of the Grantee’s employment other than for the reasons described in (i) and (ii), above. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(s)estate, or by a person who acquires the right to exercise such Stock Option by bequest or inheritance or by reason of the death of the Grantee, but only to the extent that the Option would otherwise have been exercisable by the Grantee. Any such estate or other person acquiring rights under this Section shall be subject to the Grantee’s obligations under the Option and the Plan.
(d) A transfer of the Grantee's employment between WGNB BPO and any subsidiary of WGNBBPO, or between any subsidiaries of WGNBONP, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB BPO or any subsidiary of WGNBBPO, (ii) breach any covenant not to compete, or employment contract, with BPO or any subsidiary of BPO, or (iii) engage in conduct that would warrant the Grantee's discharge for cause (excluding general dissatisfaction with the performance of the Grantee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon BPO or any subsidiary of BPO), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 2 contracts
Samples: Employment Agreement (BPO Management Services), Nonstatutory Stock Option Agreement (BPO Management Services)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termExpiration Date").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer Company (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon in a case where the termination of the Grantee's employment is by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: :
(Ii) the one-year period following the date of such termination of the Grantees employment in the case of a disability (within the meaning of Section 22(e)(3) of the Code),
(ii) the six-month period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the EmployerCompany, but not later than one year after the Grantee's death, and and
(iiiii) the three-month period following the date of such termination in the case of termination retirement on or after attainment of employment for any reason age 65, or in the case of disability other than the death of the Granteeas described in (i) above. In no event, however, shall any such period extend beyond the Option TermExpiration Date.
(c) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB the Company and any subsidiary of WGNBthe Company, or between any subsidiaries of WGNBthe Company, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company, (ii) breach any covenant not to compete or employment contract with the Company, or (iii) engage in conduct that would warrant the Grantee's discharge for cause (excluding general dissatisfaction with the performance of the Grantee's duties, but including any act of disloyalty or any subsidiary of WGNBconduct clearly tending to bring discredit upon the Company), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 2 contracts
Samples: Employment Agreement (Uci Medical Affiliates Inc), Employment Agreement (Uci Medical Affiliates Inc)
Termination of Option. (a) 5.1 The Option and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, granted hereby shall terminate and become null and void after be of no force or effect upon the expiration of ten (10) years from the Date date of the Grant (the "Option term")unless terminated prior to such time as provided below.
(b) Upon 5.2 Subject to Section 3.6 hereof, should the occurrence of Grantee cease to serve the Company, the Grantee's ceasing for any reason to Option shall be employed by the Employer exercised as follows:
(such occurrence being a "termination of a) If the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of employment or service is other than for cause or for the Grantee's employment, except as reasons provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or deathin subsections (b)-(d) below, the Option may be exercised during the following periodsexercised, but only to the extent that the Option was outstanding and exercisable on any such date exercisable, for a period of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year three months after the Grantee's death, and (ii) the three-month period following the date of such termination in of employment;
(b) If the case of Grantee's termination of employment for any or service is by reason other than the death of the Grantee. In no eventretirement or disability, however, shall any such period extend beyond the Option Term.may be exercised, to the extent exercisable, for a period of 12 months after the date of such termination;
(c) In the event of the death of the Grantee after termination of employment or service pursuant to (a) or (b) above, the person or persons to whom the Grantee's rights are transferred by will or the laws of descent and distribution shall have a period of three years from the date of termination of the Grantee's employment or service to exercise the Option which could have been exercised during such period; and
(d) In the event of death of the Grantee while employed, the Option shall become fully and immediately exercisable and may be exercised by the granteeperson or persons to whom the Grantee's legal representative(s)rights are transferred by will or the laws of descent and distribution for a period of three years after the Grantee's death, but only subject to exercise during the extent that remaining term of the Option would otherwise have been exercisable Option;
5.3 Any determination made by the Committee with respect to any matter referred to in this Section 5 shall be final and conclusive on all persons affected thereby. Employment by, or service to, the Company shall be deemed to include employment by, or service to, any subsidiary of the Company by the Grantee.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (Dusa Pharmaceuticals Inc), Nonqualified Stock Option Agreement (Dusa Pharmaceuticals Inc)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence of the GranteeXxxxxxx's ceasing for any reason to be employed by providing service to the Employer (such occurrence being a "termination of the Grantee's employment")Company, its Parents, Subsidiaries or affiliates, the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such the Separation Date, except in a case where the termination of the Grantee's employmentservices is by reason of retirement, except Disability or death or otherwise as provided hereinfollows. Upon a termination of the GranteeXxxxxxx's employment services by reason of retirement, disability Disability or death, all unexercised portions of the Option shall become immediately exercisable and the Option may be exercised during the period beginning upon such termination and ending one year after such date. Upon termination of Xxxxxxx's services, the Option may be exercised during the three-month period following periodsthe date of retirement, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Granteeretirement. In no event, however, shall any such period extend beyond the Option Term.]
(c) In the event of the death of the GranteeXxxxxxx's death, the Option may be exercised by the granteeXxxxxxx's legal representative(s), but only ) as and to the extent that the Option would otherwise have been exercisable by Xxxxxxx, subject to the Granteeprovisions of Section 3(b) hereof.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of shall: (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company, its Parents, its Subsidiaries, (ii) breach any covenant not to compete, or employment contract, with the Company, its Parents, Subsidiaries or affiliates, or (iii) engage in conduct that would warrant Grantee's discharge for cause if he were an employee of the Company (excluding general dissatisfaction with the performance of Xxxxxxx's duties, but including any act of disloyalty or any subsidiary of WGNBconduct clearly tending to bring discredit upon the Company, its Parents, Subsidiaries or affiliates), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Cogeneration Corp of America)
Termination of Option. (a) 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 after the expiration of ten five (105) years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except in a case where the termination of the Grantee's employment is by reason of retirement, disability or death, as provided hereinbelow. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (Ii) the one-year period following the date of such termination of the Grantee's employment in the case of disability (within the meaning of Section 22(e)(3) of the Code), (ii) the six-month period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (iiiii) the three-three- month period following the date of such termination in the case of termination retirement on or after the attainment of employment for any reason age 65, or in the case of disability other than the death of the Granteeas described in (i) above. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB Xxxx and any subsidiary of WGNBXxxx, or between any subsidiaries of WGNBXxxx, shall not be deemed to be as a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB Xxxx or any subsidiary of WGNBXxxx, (ii) breach any covenant not to compete or employment contract with Xxxx or any subsidiary of Xxxx, or (iii) engage in conduct that would warrant the Grantee's discharge for cause (excluding general dissatisfaction with the performance of the Grantee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon Xxxx or any subsidiary of Xxxx), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Executive Employment Agreement (Todd Shipyards Corp)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")Except as otherwise stated in this Agreement, the Optionoption, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of below:
(a) If the GranteeEmployee's employment by or contractual relationship with the Company terminates by reason of retirement, disability or the Employee's death, or if the Option Employee dies within the three (3) month period following the termination of employment (excluding an Employee discharged for cause as provided in subparagraph (c), below), the stock option may thereafter be exercised during the following periodsexercised, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following at the date of issuance of letters testamentary death, by the legal representative or letters of administration to the executor or administrator of a deceased Grantee, in the case legatee of the Grantee's death during his employment by Employee, for a period of six (6) months from the Employer, but not later than one year after date of the GranteeEmployee's death, and or until the expiration of the stated term of the option, if earlier.
(iib) Any stock option held by the three-month Employee, whose employment by or contractual relationship with the Company is terminated by reason of disability (as such term is defined in the Pluma, Inc. 1995 Stock Option Plan) may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period following of six (6) months from the date of such termination of employment, or until the expiration of the stated term of the option, if earlier.
(c) If the Employee's employment by or contractual relationship with the Company has been terminated for cause (as defined in the case Company's 1995 Stock Option Plan), any stock option held by such Employee shall immediately terminate and be of no further force and effect; provided, however, the Company, acting through the appropriate committee of its Board of Directors, may, in its sole discretion, provide that such stock option can be exercised for a period of up to thirty (30) days from the date of termination of employment or until the expiration of the stated term of the option, if earlier.
(d) If the Employee's employment by or contractual relationship with the Company terminates for any reason other than the death of the Grantee. In no eventDeath, howeverDisability or for Cause, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised stock option held by the grantee's legal representative(s)Employee may thereafter be exercised, but only to the extent that it was exercisable on the Option would otherwise have been exercisable by date of termination for three (3) months from the Grantee.
(d) A transfer date of termination or until the expiration of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination stated term of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Planoption, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and voidearlier.
Appears in 1 contract
Termination of Option. (a) The unexercised portion of the Option and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall automatically terminate and shall become null and void after and be of no further force or effect upon the first to occur of the following:
(i) The expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(cii) In The expiration of three months from the event date that the Optionee retires from the Corporation and its Subsidiaries provided that the Optionee on the date of termination of employment has attained the age of 62 with 10 years of continuous employment with the Corporation or its Subsidiaries; provided, however, that if the Optionee shall die during such three month period, the expiration 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.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall be determined in accordance with subparagraph (v) below. The exercisability of the Option shall be accelerated and the Option shall become immediately terminate exercisable without regard to the number of shares for which it could otherwise have been exercised on the date the Optionee retires.
(iii) The expiration of one year from the date that the Optionee terminates employment with the Corporation and its Subsidiaries as a result of the Optionee's permanent and total disability (provided that the Optionee is eligible for benefits under the Corporation's disability plan or successor plan upon termination of employment); provided, however, that if the Optionee shall die during such one year period, the expiration of the unexercised portion of the Option shall be null determined in accordance with subparagraph (v) below. The exercisability of the Option shall be accelerated and voidthe Option shall become immediately exercisable without regard to the number of shares for which it could otherwise have been exercised on the date of termination of employment.
(iv) The date that the Optionee terminates employment with the Corporation and its Subsidiaries if such termination is for reasons other than retirement, (at age 62 or older with 10 years of continuous employment with the Corporation or its Subsidiaries), permanent and total disability (provided -3-
(v) The expiration of the Option Term in the event the Optionee dies while employed by the Corporation or a Subsidiary or during the three month period following retirement (at age 62 or older with 10 years of continuous employment with the Corporation or its Subsidiaries), or during the one year period following termination of employment due to permanent or total disability (provided that the Optionee is eligible for benefits under the Corporation's disability plan or successor plan upon termination of employment). The exercisability of all options previously granted to a decreased Optionee shall be accelerated and the Option shall become immediately exercisable without regard to the number of shares for which it otherwise could have been exercised on the date of death of 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 the Corporation or one of its Subsidiaries), so long as the Optionee continues to be an officer or employee of the Corporation or any of its Subsidiaries.
Appears in 1 contract
Termination of Option. (a) The Option and all rights hereunder with respect theretoOption, to the extent such rights shall not have been previously exercised, shall terminate and become null and void after the expiration of ten (10) years from the Date of Grant on [_____][__], 20[__] (the "“Option term"Expiration Date”).
(b) Upon Subject to the occurrence provisions of Section 5 hereof, and except as otherwise provided in this Section 4, upon the Grantee's ’s ceasing for any reason to be employed by the Employer Company or a Subsidiary (such occurrence being a "“termination of the Grantee's ’s employment"”), the Option, to the extent not previously exercised, shall terminate and become null and void three (3) months after such termination of the Grantee’s employment, or upon the Option Expiration Date, whichever occurs first.
(c) Subject to the provisions of Section 5 hereof, if the Grantee has been continuously employed with the Company or a Subsidiary for six (6) years or more, upon a termination of the Grantee’s employment (other than for Cause), the Option, to the extent not previously exercised, shall terminate and become null and void on the Option Expiration Date; provided, however, that to the extent the Options are Incentive Stock Options, the Options (to such an extent) shall cease to constitute Incentive Stock Options to the extent that such Options are exercised more than three (3) months after the termination of the Grantee’s employment.
(d) Upon a termination of the Grantee’s employment for Cause or if following the Grantee’s termination of employment, circumstances arise or are discovered with respect to the Grantee that would have constituted Cause for termination of employment, the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment’s employment (or when such circumstances arise or are discovered).
(e) Subject to the provisions of Section 5 hereof, and except as otherwise provided herein. Upon in this Section 4 (other than Section 4(b)), upon a termination of the Grantee's ’s employment by reason of retirement, permanent disability or death, (within the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date meaning of retirement, disability or death: (ISection 22(e)(3) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment Code) or by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the grantee's legal representative(s)Option, but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNBnot previously exercised, shall not be deemed to be a terminate and become null and void twelve (12) months after such termination of the Grantee's ’s employment.
(e) Notwithstanding any other provisions set forth herein , or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of upon the Option shall immediately terminate and be null and voidExpiration Date, whichever occurs first.
Appears in 1 contract
Termination of Option. (a) 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 after the expiration of ten (10) ____ years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence termination of the Grantee's ceasing service with the Company for any reason to be employed by the Employer (such occurrence event being a "termination of the Grantee's employmentservice")) other than because of the Grantee's death, the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such if not exercised within the earlier to occur of the: (i) sixth month period following the date of the termination of the Grantee's employmentservice, except as provided hereinor (ii) end of the Option Term. Upon a termination of the Grantee's employment service by reason of retirement, disability or death, the Option may be exercised during within the following periods, but only earlier to the extent that the Option was outstanding and exercisable on any such date occur of retirement, disability or deaththe: (Ii) the one-one year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and if the Grantee's death occurs while he or she is providing service to the Company, or (ii) the three-month period following the date end of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the GranteeXxxxxxx, the Option may be exercised by the granteeGrantee's legal representative(s), but only to the extent that the Option would otherwise have been was outstanding and exercisable by on the Granteedate of death.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company or any subsidiary of WGNBthe Company, (ii) breach any covenant not to compete, or service contract, with the Company or any subsidiary of the Company, or (iii) engage in conduct that would warrant the Grantee's discharge for cause (excluding general dissatisfaction with the performance of the Grantee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon the Company or any subsidiary of the Company), any unexercised portion of the Option shall immediately terminate and be become null and void.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Rait Investment Trust)
Termination of Option. (a) 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 after the expiration of ten (10) 5 years from the Date of Grant (the "Option termOPTION TERM").
(b) Upon the occurrence termination of the Grantee's ceasing service on the Board of Directors or employment for any reason to reasxx, xxx Options may be employed by exercised during the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, following periods but only to the extent not previously exercised, shall terminate the Options were outstanding and become null and void immediately exercisable upon such termination of the Grantee's service or employment, except as provided herein. Upon a termination of : (A) the Grantee's employment by reason of retirement, disability or death, 6-month period following the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: such termination; (IB) the one-one year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Granteedeath, in the case of the Grantee's death during his Grantee's service to or employment by the Employer, but not later than one year after the Grantee's death, and Compaxx; xxx (iiC) the three3-month period following the date of such termination in the case of termination retirement on or after the attainment of employment for any reason other than age 65, or in the death case of the Granteepermanent disability. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(srepresentative(x), but xxt only to the extent that the Option would Optxxx xxxld otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth sxx xxxxh herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company or any subsidiary of WGNBCompany, (ii) breach any covenant not to compete, or employment contract, with Company or any subsidiary of Company, or (iii) engage in conduct that would warrant Grantee's discharge for cause (excluding general dissatisfaction with the performance of Grantee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon the Company or any subsidiary of the Company), any unexercised portion of the Option shall immediately terminate and be become null and void.
(e) During the period of 12 months immediately following the date upon which Grantee receives a "hardship" withdrawal from a retirement plan qualifxxxx xxder ss.401(k) of the Code, all rights of Grantee to exercise the Option shall be suspended.
(f) Notwithstanding any other provision set forth herein, the Federal Reserve Board or the Federal Deposit Insurance Corporation ("FDIC"), individually or in conjunction with the other, may require Grantee to exercise or forfeit the Option if the capital of either the Company or The Bancorp Bank falls below minimum requirements, as determined by federal or state regulators.
Appears in 1 contract
Termination of Option. (a) Except as provided in (d) below, if the Grantee shall cease, for reason of death, Disability Government Service, or Retirement to be a member of the Board during the Term of the Option, each Installment shall become immediately exercisable and the Grantee or Successor of the Grantee may exercise the Option until the earlier of:
(i) 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 after the expiration of ten the Term of the Option; or
(10ii) A period not to exceed five years from the Date following such cessation of Grant (the "Option term")Board Service.
(b) Upon Except as provided in (c) and (d) below, if the occurrence Grantee shall cease, for a reason other than death, Disability Government Service, or Retirement, to be a member of the Grantee's ceasing for any reason to be employed by Board or during the Employer (such occurrence being a "termination Term of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination Grantee may exercise vested Options until the earlier of:
(i) The expiration of the Grantee's employment, except as provided herein. Upon a termination Term of the Grantee's employment by reason Option; or
(ii) A period not to exceed five years following such cessation of retirement, disability or death, Board Service (unless the Option may be exercised during the following periods, but only to the extent Board of Directors shall determine that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased GranteeGrantee has engaged in anticompetitive activity, in which case the case of the Grantee's death during his employment by the Employer, but vested option is exercisable not later than one year after the Grantee's death, and (ii) the three-month period ninety days following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Termdetermination).
(c) In Except as provided in (a) above, an Installment that has not become exercisable at the event time of the death cessation of the Grantee, the Option Board Service may not be exercised by the grantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Granteethereafter.
(d) A transfer No Option may be exercised after the Company has terminated the Board Service of the Grantee's employment between WGNB and any subsidiary Grantee for cause, except that the Board may, in its sole discretion, permit exercises for a period of WGNB, or between any subsidiaries of WGNB, up to ninety days in cases where such period shall not be deemed to be a termination of warranted under the Grantee's employmentparticular circumstances.
(e) Notwithstanding any other provisions set forth Except as otherwise herein or in provided, exercise of the PlanOption, if whether by the Grantee or the Successor of the Grantee, shall be convicted subject to all terms and conditions of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and voidthis Agreement.
Appears in 1 contract
Samples: Non Employee Director Compensation Plan (Aetna Inc /Pa/)
Termination of Option. (a) The Option and all rights hereunder with respect thereto, to the extent such rights shall not have been exercisedexercised or terminated earlier in accordance with the terms of this Agreement, shall terminate and become null and void after the expiration of ten (10) years from following the Date of Grant (the "“Option term"Expiration Date”).
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "Participant’s termination of the Grantee's employment"), the Option, employment with or service to the extent not previously exercised, shall terminate and become null and void immediately upon such termination Atlas (“Termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment Service”) by reason of retirementDisability, disability or (i) the portion of the Option that was not vested and exercisable as of such Termination of Service shall be forfeited without consideration; and (ii) the portion of the Option that was vested and exercisable as of such Termination of Service may be exercised by the Participant during the six-month period following the date of such Termination of Service, but not later than the Option Expiration Date.
(c) Upon the Participant’s Termination of Service by reason of death, the Option may be exercised during the following periods, but only to the extent that portion of the Option that was outstanding not vested and exercisable on any as of such date Termination of retirement, disability or death: (I) Service shall immediately vest in full and become exercisable by the Participant’s legal representative for the one-year period following the date of issuance such Termination of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the EmployerService, but not later than one year after the Grantee's deathOption Expiration Date.
(d) Upon the Participant’s Termination of Service by Atlas for Cause, any unexercised portion of the Option (whether or not then vested and exercisable) shall immediately terminate and become null and void.
(e) Upon the Participant’s Termination of Service other than as provided for in Sections 3(b), 3(c), and 3(d), (i) the portion of the Option that was not vested and exercisable as of such Termination of Service shall be forfeited without consideration; and (ii) the three-month period following portion of the date Option that was vested and exercisable as of such termination in the case Termination of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option Service may be exercised by the grantee's legal representative(s)Participant during the 90-day period following such Termination of Service, but only to the extent that not later than the Option would otherwise have been exercisable by the GranteeExpiration Date.
(df) A transfer of the Grantee's Participant’s employment between WGNB the Company and any subsidiary of WGNBAffiliate, or between any subsidiaries of WGNBAffiliates, shall not be deemed to be a termination Termination of the Grantee's employmentService.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Termination of Option. The Grantee may not exercise this option after, and this option will terminate without notice to the Grantee on, the earlier of:
(a) 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 Three (3) months after the expiration date of ten the termination of the Grantee’s employment with the Company and its subsidiaries (10including retirement) other than as set forth in (b) or (c) below, provided that the Grantee has been employed by the Company for at least two years following the date of this agreement, and, provided further, that if the Grantee dies within such three (3) month period, termination of the option will not occur until twelve (12) months after such death (subject to Section 3(d) hereof);
(b) On the date the Company or one of its subsidiaries terminates the Grantee’s employment for Cause;
(c) Twelve (12) months after the date of the termination of the Grantee’s employment with the Company and its subsidiaries by reason of death or Disability, provided that the Grantee has been employed by the Company for at least two years following the date of this agreement; or
(d) Five (5) years from the Date date of Grant this agreement. For purposes of this paragraph 3, termination shall occur at 11:59 P.M. (Central Time) on the "Option term").
(b) Upon applicable date described above, except that if the occurrence Grantee is terminated for Cause, termination shall occur immediately at the time of such termination. If the Grantee's ceasing for any reason to be employed by Grantee terminates employment with the Employer (such occurrence being a "termination Company and its subsidiaries before the expiration of two years from the Grantee's employment")date of this agreement, the OptionGrantee may not exercise this option after, and this option will terminate without notice to the extent not previously exercised, shall terminate and become null and void Grantee immediately upon at the time of such termination of the Grantee's employment’s employment with the Company and its subsidiaries. In addition, except as provided herein. Upon if the Grantee takes a termination military, sick leave or other bona fide leave of absence from the Grantee's employment by reason Company and its subsidiaries, and the period of retirement, disability or deathsuch leave exceeds 3 months, the Option may Grantee will be exercised during considered to have terminated employment from the following periods, but only to Company and its subsidiaries for purposes hereof on the extent that the Option was outstanding and exercisable on any such date later of retirement, disability or death: (Ii) the onefirst day immediately following such 3-year period following the date of issuance of letters testamentary month period, or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period last day that the Grantee’s right to reemployment following the date end of such termination leave is guaranteed by law or contract with the Company or a subsidiary. If the Grantee dies or becomes disabled as contemplated in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
Section 3(a) or (c) In above, this option shall continue to be subject to the event of the death of same terms and conditions as were applicable immediately prior to the Grantee’s death or Disability, provided that for purposes of this agreement, where context requires, 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 term “Grantee.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, ” as used in this agreement shall not be deemed to refer to the person(s) who has(ve) the right to exercise this option after the Grantee’s death or Disability. In such an event, neither the Committee nor the Company will be a liable for any losses resulting from such exercise or, if applicable, from the disposition of shares acquired upon such exercise. The Company disclaims any obligation to provide notice to any person who has the right to exercise this option of circumstances triggering termination of the Grantee's employmentoption.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Optex Systems Holdings Inc)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence of the GranteeXxxxxxx's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")Company, the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such the Separation Date, except in a case where the termination of the GranteeXxxxxxx's employmentemployment is by reason of retirement, except Disability or death or otherwise as provided hereinfollows. Upon a termination of the GranteeXxxxxxx's employment by reason of retirement, disability Disability or death, all unexercised portions of the Option shall become immediately exercisable and the Option may be exercised during the period beginning upon such termination and ending one year after such date. In the event of any other termination, the Option may be exercised within the three-month period following periodsthe date of retirement, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following upon the date of such termination in the case of termination of employment for any reason other than the death of the Granteeretirement. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the GranteeXxxxxxx's death, the Option may be exercised by the granteeXxxxxxx's legal representative(s), but only ) as and to the extent that the Option would otherwise have been exercisable by Xxxxxxx, subject to the Granteeprovisions of Section 3(b) hereof.
(d) A transfer of the GranteeXxxxxxx's employment between WGNB the Company and any subsidiary of WGNB, its Parents or between any subsidiaries of WGNB, Subsidiaries shall not be deemed to be a termination of the GranteeXxxxxxx's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of shall: (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company, its Parents or Subsidiaries, (ii) breach any covenant not to compete, or employment contract, with the Company, its Parents or Subsidiaries), or (iii) engage in conduct that would warrant Grantee's discharge for cause (excluding general dissatisfaction with the performance of Xxxxxxx's duties, but including any act of disloyalty or any subsidiary of WGNBconduct clearly tending to bring discredit upon the Company, its Parents or Subsidiaries), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (NRG Generating U S Inc)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon In the occurrence event of termination of Optionee's employment after the date or dates for vesting of the Grantee's ceasing Option, other than termination that is (a) for cause, (b) voluntary on the part of the Optionee and without the written consent of the Corporation or (c) due to death or disability or retirement in accordance with normal retirement policies as in effect from time to time, the Optionee may exercise the Option at any reason to be employed by time within a period ending at the Employer (such occurrence being a "earlier of the Expiration Date or 5:00 P.M. eastern time, on the day preceding the expiration of three months from the date of termination of the Grantee's employment"), the Option, to the extent of the number of shares which were purchasable hereunder at the date of termination. As to the shares which were not previously exercisedpurchasable on such date, the Option shall terminate and become null and void immediately upon on such date of termination of the Grantee's employment, except as provided hereinemployment and shall not thereafter be or become exercisable. Upon a termination of the GranteeOption's employment by reason of retirement, disability disability, or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (Ii) the one-year period following the date of such termination of the Optionee's employment in the case of a disability (within the meaning of Section 22(e)(3) of the Code), (ii) the six-month period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased GranteeOptionee, in the case of the GranteeOptionee's death during his employment by the Employer, but not later than one year after the GranteeOptionee's death, and (iiiii) the three-month period following the date of such termination in the case of termination retirement on or after attainment of employment for any reason age 65, or in the case of disability other than the death of the Granteeas described in (i) above. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the GranteeOptionee, the Option may be exercised by the granteeOptionee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the GranteeOptionee at the time of his death.
(d) A transfer of the GranteeOptionee's employment between WGNB the Corporation and any subsidiary of WGNBthe Corporation, or between any subsidiaries of WGNBthe Corporation, shall not be deemed to be a termination of the GranteeOptionee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee Optionee shall be convicted of (i) voluntarily terminate employment without the Corporation's consent, (ii) commit any act or of malfeasance or wrongdoing affecting WGNB the Corporation or any subsidiary of WGNBthe Corporation, (iii) breach any covenant not to compete, or employment contract, with the Corporation or any subsidiary of the Corporation, or (iv) engage in conduct that would warrant the Optionee's discharge for cause (excluding general dissatisfaction with the performance of the Optionee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon the Corporation or any subsidiary of the Corporation), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Paysys International Inc)
Termination of Option. (a) The Option and all rights hereunder with respect theretoIn the event of the Employee's Termination of Employment for Good Reason or by the Company for any reason other than Cause, Early or Normal Retirement, Disability or death, the Employee may, prior to the extent such rights shall not have been exercisedExpiration Date, shall terminate and become null and void exercise any vested but unexercised portion of this option. Except as provided in the fifth sentence of this Paragraph 5, in the event of the Employee's Termination of Employment by the Employee for any reason other than Good Reason, Early or Normal Retirement, Disability or death, the Employee may, within three (3) months after the expiration date of ten such Termination, or prior to the Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this option. In the event of the Employee's Termination of Employment due to Disability, the Employee may, within three (103) years after the date of such Termination, or prior to the Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this option. In the event of the Employee's Termination of Employment due to Early or Normal Retirement, the Employee may, within five (5) years from the Date date of Grant (such Termination, or prior to the "Option term").
(b) Upon Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this option. Except if a longer period is applicable as provided in the occurrence first sentence of this Paragraph 5, in the event of the GranteeEmployee's ceasing Termination of Employment within one year after a Change of Control for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")other than Early or Normal Retirement, the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability Disability or death, the Option Employee may, within one (1) year after the date of such Termination, or prior to the Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this option. In addition, this option shall terminate (a) on the first date on which the option no longer may be exercised during become exercisable pursuant to Paragraph 4 above, or (b) upon exercise of the following periods, tandem limited stock appreciation right (the "TLSAR") granted with this option (but only to the extent provided in the following sentence). For each Share with respect to which the TLSAR is exercised, the right to exercise 2.7447 of the Shares subject to this option shall immediately terminate, provided that the Option was outstanding and exercisable on any such date number of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration Shares which so terminate shall be rounded to the executor nearest whole number (or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of to such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the grantee's legal representative(s), but only number as is appropriate to the extent ensure that the Option would otherwise have been exercisable total number of shares covered by this option does not exceed the Granteenumber specified in Paragraph 1 above).
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Transamerica Corp)
Termination of Option. (a) The Subject to the other provisions of this Agreement, 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence of the GranteeOptionee's ceasing for any reason to be employed by by, or to serve, the Employer Company (such occurrence being a "termination of the GranteeOptionee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon within thirty (30) days after the date of such termination of the GranteeOptionee's employment, except (1) in the event employment is terminated for cause as provided hereindefined by applicable law, in which case Optionee's Option shall terminate and become null and void immediately or (2) in a case where the Board may otherwise determine in their sole and absolute discretion for up to ninety (90) days following the termination of employment or service. Upon a termination of the GranteeOptionee's employment by reason of retirement, disability or death, the Option may be exercised during the following periodsexercised, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration , up to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the threesix-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no eventOptionee's employment, howeverunless extended for a period of up to one year, shall any such period extend beyond at the Option Termsole and absolute discretion of the Board.
(c) In the event of the death of the GranteeOptionee, the Option may be exercised by the granteeOptionee's legal representative(s)representative, but only to the extent that the Option would otherwise have been exercisable by the GranteeOptionee.
(d) A transfer of the GranteeOptionee's employment between WGNB the Company and any subsidiary of WGNBthe Company, or between any subsidiaries of WGNBthe Company, shall not be deemed to be a termination of the GranteeOptionee's employment.
(e) Notwithstanding The Administrators (as defined below), in their sole and absolute discretion, may cancel the Option at any other provisions set forth herein or in the Plan, time if the Grantee shall be convicted Optionee is not in compliance with all applicable provisions of any act this Agreement or malfeasance if the Optionee, whether or wrongdoing affecting WGNB not he or any subsidiary she is currently employed by the Company or one of WGNBits subsidiaries, any unexercised portion acts in a manner contrary to the best interests of the Option shall immediately terminate Company and be null and voidits subsidiaries.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (America Online Inc)
Termination of Option. (a) The Except as otherwise provided in Section 6 of this Agreement, unless the Option and all rights hereunder with respect thereto, to terminates earlier as provided in this Section 8 the extent such rights shall not have been exercised, Option shall terminate and become null and void after on the expiration of ten (10) years from the Date of Grant (the "Option term")General Expiration Date.
(ba) Upon If Optionee’s employment pursuant to the occurrence Employment Agreement is terminated by the Company without Cause (as that term is defined in the Employment Agreement), or if Optionee terminates his employment with the Company with Good Reason (as that term is defined in the Employment Agreement), (i) the portion of the Grantee's ceasing for any reason to be employed by Option that was exercisable on the Employer (date of such occurrence being a "termination of the Grantee's employment")employment shall remain exercisable until, and shall otherwise terminate and become null and void on, the Option, to Option General Expiration Date; and (ii) the extent portion of the Option that was not previously exercised, exercisable on the date of such cessation shall terminate be forfeited and become null and void immediately upon such termination of employment.
(b) If Optionee’s employment pursuant to the Grantee's employmentEmployment Agreement is terminated by the Company for Cause (as that term is defined in the Employment Agreement), except as provided herein. Upon a all of the Option shall be forfeited and become null and void immediately upon such termination of employment for Cause, whether or not vested and whether or not then exercisable.
(c) If Optionee ceases to be an employee of the Grantee's employment by reason Company due to death or Disability, (i) the portion of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance such cessation shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of letters testamentary one year from the date of such death or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the EmployerDisability, but not later than one year in no event after the Grantee's death, Option General Expiration Date; and (ii) the three-month period following 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. Notwithstanding the foregoing, if the Disability giving rise to the termination in of employment is not within the case meaning of section 422(e)(3) of the Code, if the Option is not exercised by Optionee within 90 days after the date of termination of employment the Option will cease to qualify as an ISO and will be treated as NSO under the Plan if required to be so treated under the Code.
(d) If Optionee ceases to be an employee of the Company for any reason other than the death of the Grantee. In no eventas described in Section 8(a), however, shall any such period extend beyond the Option Term.
(b) or (c) In of this Agreement, (i) the event portion of the death 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 up to 90-days after the date of such cessation, but in no event after the Option General Expiration Date and (ii) the portion of the Grantee, Option that was not exercisable on the Option may date of such cessation shall 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.
(d) A transfer of the Grantee's employment between WGNB forfeited and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employmentbecome null and void immediately upon such cessation.
(e) Notwithstanding any other provisions set forth herein or in Upon the Plandeath of Optionee prior to the expiration of the Option, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB Optionee’s executors, administrators or any subsidiary person or persons to whom the Option may be transferred by will or by the laws of WGNBdescent and distribution, shall have the right, at any unexercised portion 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.
(f) All portions of the Option that have not vested pursuant to subsections (a) through (d) of Section 6 shall immediately not vest, shall not be exercisable and shall terminate and be null and voidcancelled effective immediately following the last day of the Option Vesting Period.
Appears in 1 contract
Samples: Performance Incentive Stock Option Award Agreement (Tuesday Morning Corp/De)
Termination of Option. (a) 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 after the expiration of ten twelve (1012) years from the Date of Grant (the "Option termTerm"); provided, however, in the event that the employment relationship between Company and Grantee is terminated for any reason before February 1, 1999, then such Option Term shall be ten (10) years from the Date of Grant.
(b) Upon the occurrence of the Grantee's Grantee ceasing for any reason to be employed by Company for Cause, as defined in the Employer Employment Agreement, or upon Grantee terminating employment with Company for any reason, including death, Grantee shall be entitled to exercise One Hundred Thousand (such occurrence being a "100,000) of the total number of Option Shares plus an additional number of Option Shares equal to one forty-eighth (1/48) of the total number of Option Shares for each calendar month lapsed during the term of this Agreement, commencing February 1, 1997, through and including the month of the termination of employment less the number of Option Shares previously exercised by Grantee's employment"); provided, however, the Optionnumber of Option Shares which Grantee is entitled to exercise pursuant to this subparagraph shall be vested and exercisable in installments in accordance with the sixty (60) month schedule of Subparagraph 2(a) hereof, and, also, as to the extent not previously exercisedeach group of monthly vesting Option Shares, such vested shares shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but rights shall not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond have been exercised within the Option Term.
(c) On the occurrence of Company terminating employment of Grantee for any reason other than for Cause, Grantee shall be immediately vested in the total number of unexercised Option Shares; provided, however, the number of Option Shares which are vested pursuant to this subparagraph shall be exercisable in installments in accordance with the sixty (60) month schedule of Subparagraph 2(a) hereof, and to the extent such rights shall not have been exercised within the Option Term, such vested Option Shares shall become null and void.
(d) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(s)representative, but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(de) A transfer of the Grantee's employment between WGNB Company and any subsidiary of WGNBCompany, or between any subsidiaries of WGNBCompany, shall not be deemed to be a termination of the Grantee's employmentemployment for purposes of this Option.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion 4. Paragraph 4 of the Option shall immediately terminate and be null and void.Agreement is hereby amended by including the following paragraph:
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Play by Play Toys & Novelties Inc)
Termination of Option. (a) 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 after the expiration of ten (_______years [no more than 10) years ] from the Date of Grant (the "Option termTerm").
(b) Upon If the occurrence of the Grantee's ceasing for any reason Grantee ceases to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment SCI for any reason other than the death of or disability, the Grantee's Option shall remain exercisable, to the extent exercisable on the date of termination of employment or service, at any time within three months after the date of termination of employment or service. In If the Grantee becomes disabled while employed by SCI, the Grantee's Option shall remain exercisable, to the extent exercisable on the date of termination of employment or service due to disability, at any time within one year after the date of termination of employment or service due to disability. If the Grantee dies while employed by SCI, the Grantee's Option shall expire one year after the date of death. However, in no event, however, event shall any such period extend beyond an Option be exercised after the expiration of the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(s)representative, but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB SCI and any subsidiary of WGNBSCI, or between any subsidiaries of WGNBSCI, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Compensatory Stock Option Agreement (Station Casinos Inc)
Termination of Option. (a) 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 after the expiration of ten (10) _____ years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence termination of Xxxxxxx's service with the Grantee's ceasing Company for any reason to be employed by the Employer (such occurrence event being a "termination of the Grantee's employmentservice"), the Option, to the extent not previously exercised, shall immediately terminate and become null and void immediately upon such void, except in a case where the termination of the Grantee's employment, except as provided hereinservice is because of his or her death. Upon a termination of the Grantee's employment service by reason of retirement, disability or death, the Option may be exercised during within the following periods, but only earlier to the extent that the Option was outstanding and exercisable on any such date occur of retirement, disability or deaththe: (Ii) the one-one year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and if the Grantee's death occurs while he or she is providing service to the Company, or (ii) the three-month period following the date end of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the GranteeXxxxxxx, the Option may be exercised by the granteeGrantee's legal representative(s), but only to the extent that the Option would otherwise have been was outstanding and exercisable by on the Granteedate of death.
(d) A transfer of the Grantee's employment service between WGNB the Company and any subsidiary of WGNBthe Company, or between any subsidiaries of WGNBthe Company, shall not be deemed to be a termination of the Grantee's employmentservice.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company or any subsidiary of WGNBthe Company, (ii) breach any covenant not to compete, or service contract, with the Company or any subsidiary of the Company, or (iii) engage in conduct that would warrant the Grantee's discharge for cause (excluding general dissatisfaction with the performance of the Grantee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon the Company or any subsidiary of the Company), any unexercised portion of the Option shall immediately terminate and be become null and void. [Note: The following permits exercise of the Option prior to it becoming vested. References to Paragraph 4 below have been noted throughout the Form of Agreement in the event it is determined not to offer Xxxxxxx's the ability to exercise the Option prior to it becoming vested.]
Appears in 1 contract
Samples: Grant of Non Qualified Stock Option (Rait Investment Trust)
Termination of Option. (a) The Option and all rights hereunder with respect theretoExcept as otherwise stated herein, to the extent such rights shall not have been exercised, shall terminate and become null and void after the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"including Section 7(b), the Option, to the extent not previously theretofore exercised, shall terminate and become null and void immediately upon such termination the first of the Grantee's employment, except as provided herein. Upon a termination following dates to occur (the "EXPIRATION DATE"):
(a) In the event of the GranteeOptionee's employment by reason of retirementdeath or Disability (as defined in the Employment Agreement), disability or deaththis Option, the Option may be exercised during the following periods, but only to the extent that exercisable at the Option was outstanding and exercisable on any such date Date of retirement, disability or death: Termination (I) as defined in the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased GranteeEmployment Agreement), in the case of the Grantee's death during his employment death, may be exercised by the Employerestate of the Optionee or any person who acquired the Option by bequest or inheritance, but not later than one year or, in the case of Disability, may be exercised by the Optionee or his legal representative, in accordance with the terms of this Option, at any time prior to twelve (12) months following such death or Disability, as the case may be, after which the Option shall terminate and shall no longer be exercisable;
(b) In the event of the termination of the Optionee's employment for Cause and by the Optionee upon a Resignation (each as defined in the Employment Agreement), this Option and all rights granted hereunder shall be forfeited and deemed canceled and no longer exercisable on and after the Grantee's death, and (ii) the three-month period 30th day following the date of such termination in of employment, unless the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.Board determines otherwise; and
(c) In the event that the Executive's employment is terminated by the Company Without Cause or by the Executive for Good Reason (each as defined in the Employment Agreement), this Option and all rights granted hereunder shall, upon the Date of Termination (as defined in the death of the GranteeEmployment Agreement), the Option immediately vest and become exercisable (if not already vested and exercisable), and may be exercised by the grantee's legal representative(s), but only Optionee in whole or in part at any time or from time to time prior to the extent that later of the fifth anniversary of the Date of Termination or May 22, 2010, after which time the Option would otherwise have been exercisable by the Grantee.shall terminate and shall no longer be exercisable; or
(d) A transfer May 22, 2010, the tenth anniversary of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employmentthis Agreement.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence of the GranteeXxxxxxx's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")Company, the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such the Separation Date, except in a case where the termination of the GranteeXxxxxxx's employmentemployment is by reason of retirement, except Disability or death or otherwise as provided hereinfollows. Upon a termination of the GranteeXxxxxxx's employment by reason of retirement, disability Disability or death, all unexercised portions of the Option shall become immediately exercisable and the Option may be exercised during the period beginning upon such termination and ending one year after such date. Upon termination of Xxxxxxx's employment, the Option may be exercised during the three-month period following periodsthe date of retirement, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Granteeretirement. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the GranteeXxxxxxx's death, the Option may be exercised by the granteeXxxxxxx's legal representative(s), but only ) as and to the extent that the Option would otherwise have been exercisable by Xxxxxxx, subject to the Granteeprovisions of Section 3(b) hereof.
(d) A transfer of the GranteeXxxxxxx's employment between WGNB and any subsidiary of WGNBthe Company, its parents, subsidiaries or between any subsidiaries of WGNBaffiliates, shall not be deemed to be a termination of the GranteeXxxxxxx's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of shall: (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company, its Parents or Subsidiaries, (ii) breach any covenant not to compete, or employment contract, with the Company, its Parents or Subsidiaries, or (iii) engage in conduct that would warrant Xxxxxxx's discharge for cause (excluding general dissatisfaction with the performance of Xxxxxxx's duties, but including any act of disloyalty or any subsidiary of WGNBconduct clearly tending to bring discredit upon the Company, its Parents or Subsidiaries), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (NRG Generating U S Inc)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his hid employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(c) 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.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Termination of Option. (a) The Option and all rights hereunder with respect thereto, to In the extent such rights shall not have been exercised, shall terminate and become null and void after event that the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence of the Grantee's ceasing Optionee ceases for any reason to be employed an employee of the Company, or a subsidiary of the Company, at a time prior to the exercise of this Option in full, this Option shall terminate in accordance with the following provisions:
(a) if the Optionee’s employment shall have terminated involuntarily for cause, this Option shall terminate and may no longer be exercised;
(b) if the Optionee’s employment shall have been terminated by resignation or other voluntary action or if such employment shall have been terminated involuntarily and without cause, the Employer Optionee may at any time within a period of three (3) months after the effective date of such occurrence being a "termination of employment exercise this option to the extent it was vested on the effective date of Optionee’s resignation or termination of the Grantee's Optionee’s employment");
(c) if the Optionee’s employment shall have been terminated because of disability within the meaning of Section 22(e)(3) of the Code, the Optionee may at any time within a period of one (1) year after such termination of employment exercise this Option to the extent that the Option was exercisable on the date of termination of the Optionee’s employment;
(d) if the Optionee’s employment shall have been terminated because of his death, the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination that the Optionee was entitled to exercise it on the date of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during within a period of one (1) year after the following periodsOptionee’s death by the person or persons to whom the Optionee’s rights under the Option shall pass by will or by the laws of descent and distribution; or
(e) if the Optionee shall have retired from the Company pursuant to the Company’s retirement policy then in effect, but only or if there be none, then as determined by the Committee in its sole discretion, the Optionee may at any time within a period of one (1) year after such date of retirement exercise this Option to the extent that the Option was outstanding and exercisable on any such the date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event; provided, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the that this Option may not be exercised to any extent by anyone after the grantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the GranteeExpiration Date.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (NMS Communications Corp)
Termination of Option. (a) 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 after the expiration of ten (10) 10 years from the Date of Grant (the "Option termOPTION TERM").
(b) Upon the occurrence termination of the Grantee's ceasing service on the Board of Directors or employment for any reason to reasxx, xxx Options may be employed by exercised during the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, following periods but only to the extent not previously exercised, shall terminate the Options were outstanding and become null and void immediately exercisable upon such termination of the Grantee's service or employment, except as provided herein. Upon a termination of : (A) the Grantee's employment by reason of retirement, disability or death, 6-month period following the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: such termination; (IB) the one-one year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Granteedeath, in the case of the Grantee's death during his Grantee's service to or employment by the Employer, but not later than one year after the Grantee's death, and Compaxx; xxx (iiC) the three3-month period following the date of such termination in the case of termination retirement on or after the attainment of employment for any reason other than age 65, or in the death case of the Granteepermanent disability. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(srepresentative(x), but xxt only to the extent that the Option would Optxxx xxxld otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth sxx xxxxh herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company or any subsidiary of WGNBCompany, (ii) breach any covenant not to compete, or employment contract, with Company or any subsidiary of Company, or (iii) engage in conduct that would warrant Grantee's discharge for cause (excluding general dissatisfaction with the performance of Grantee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon the Company or any subsidiary of the Company), any unexercised portion of the Option shall immediately terminate and be become null and void.
(e) During the period of 12 months immediately following the date upon which Grantee receives a "hardship" withdrawal from a retirement plan qualifxxxx xxder ss.401(k) of the Code, all rights of Grantee to exercise the Option shall be suspended.
(f) Notwithstanding any other provision set forth herein, the Federal Reserve Board or the Federal Deposit Insurance Corporation ("FDIC"), individually or in conjunction with the other, may require Grantee to exercise or forfeit the Option if the capital of either the Company or The Bancorp Bank falls below minimum requirements, as determined by federal or state regulators.
Appears in 1 contract
Samples: Grant of Non Qualified Stock Option (Bancorp, Inc.)
Termination of Option. (a) The Option and all rights hereunder with respect thereto, If the Optionee shall cease to the extent such rights shall not have been exercised, shall terminate and become null and void after the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence be a Director of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")Company, then the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination that it is exercisable by the Optionee at the time the Optionee ceases to be a Director of the Grantee's employmentCompany, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but and only to the extent that the Option was outstanding and is exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date as of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no eventtime, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the grantee's legal representative(s)Optionee within three (3) years after such time, but in no event beyond ten (10) years after the Grant Date.
(b) If the Optionee shall cease to be a Director of the Company as the result of the Optionee’s disability, as such term is defined in the Plan, then the Option, to the extent that it is exercisable by the Optionee at the time the Optionee ceases to be a Director of the Company, and only to the extent that the Option is exercisable as of such time, may be exercised by the Optionee within three (3) years after such time, but in no event beyond ten (10) years after the Grant Date.
(c) If the Optionee shall die while a Director of the Company, the Optionee’s estate, personal representative, or beneficiary shall have the right, subject to the provisions of Paragraph 3, to exercise the Option (to the extent that the Optionee would otherwise have been exercisable by entitled to do so at the Granteetime of the Optionee’s death) at any time within three (3) years from the date of the Optionee’s death, but in no event beyond ten (10) years after the Grant Date.
(d) A transfer Notwithstanding anything in this Section 5 to the contrary, if, in the 12-month period following a Change of the Grantee's employment between WGNB and any subsidiary of WGNBControl, or between any subsidiaries of WGNB, Optionee shall not be deemed cease to be a termination Director of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the PlanCompany, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall become immediately exercisable in full, whether or not the dates set forth in Exhibit A have passed, and may be exercised by the Optionee within three (3) years after such termination of service, but in no event beyond ten (10) years after the Grant Date. For the avoidance of doubt, if following a Change of Control, Optionee’s service shall terminate as a result of the Optionee’s death or disability, the provisions of (b) and be null and void.(c) above shall apply, respectively. For purposes of this Agreement, “Change of Control” will have the meaning set forth on Exhibit B.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Kv Pharmaceutical Co /De/)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon In the occurrence event of termination of Optionee's employment after the date or dates for exercise of the Grantee's ceasing Option, other than termination that is (a) for cause, (b) voluntary on the part of the Optionee and without the written consent of the Corporation or (c) due to death or disability or to retirement in accordance with normal retirement policies as in effect from time to time, the Optionee may exercise the Option at any reason to be employed by time within a period ending at the Employer (such occurrence being a "earlier of the Expiration Date or 5:00 P.M. eastern time, on the day preceding the expiration of three months from the date of termination of the Grantee's employment"), the Option, to the extent of the number of shares which were purchasable hereunder at the date of termination. As to the shares which were not previously exercisedpurchasable on such date, the Option shall terminate and become null and void immediately upon on such date of termination of the Grantee's employment, except as provided hereinemployment and shall not thereafter be or become exercisable. Upon a termination of the GranteeOptionee's employment by reason of retirement, disability disability, or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (Ii) the one-year period following the date of such termination of the Optionee's employment in the case of a disability (within the meaning of Section 22(e)(3) of the Code), (ii) the six-month period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased GranteeOptionee, in the case of the GranteeOptionee's death during his employment by the Employer, but not later than one year after the GranteeOptionee's death, and (iiiii) the three-month period following the date of such termination in the case of termination retirement on or after attainment of employment for any reason age 65, or in the case of disability other than the death of the Granteeas described in (i) above. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the GranteeOptionee, the Option may be exercised by the granteeOptionee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the GranteeOptionee at the time of his death.
(d) A transfer of the GranteeOptionee's employment between WGNB the Corporation and any subsidiary of WGNBthe Corporation, or between any subsidiaries of WGNBthe Corporation, shall not be deemed to be a termination of the GranteeOptionee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee Optionee shall be convicted of (i) voluntarily terminate employment without the Corporation's consent, (ii) commit any act or of malfeasance or wrongdoing affecting WGNB the Corporation or any subsidiary of WGNBthe Corporation, (iii) breach any covenant not to compete, or employment contract, with the Corporation or any subsidiary of the Corporation, or (iv) engage in conduct that would warrant the Optionee's discharge for cause (excluding general dissatisfaction with the performance of the Optionee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon the Corporation or any subsidiary of the Corporation), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Paysys International Inc)
Termination of Option. (a) The Except as otherwise provided in Section 4 of this Agreement, unless the Option and all rights hereunder with respect thereto, to terminates earlier as provided in this Section 6 the extent such rights shall not have been exercised, Option shall terminate and become null and void on the tenth anniversary of the Grant Date (the “Option General Expiration Date”). Except as otherwise provided in Section 4 of this Agreement, if Optionee ceases to be an employee of the Company for any 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 and any Subsidiary due to death or Disability, the Option 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 expiration of ten (10) years from the Date of Grant (the "Option term")General Expiration Date.
(b) Upon If Optionee ceases to be an employee of the Company and any Subsidiary upon the occurrence of Optionee’s Retirement (as that term is defined in Section 21), (A) the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination portion of the Grantee's employment")Option that was exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate and become null and void at the Optionend of, a period of up to three years after the extent 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 previously exercised, exercisable on the date of Retirement shall terminate be forfeited and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option TermRetirement.
(c) In the event If Optionee ceases to be an employee of the death of the GranteeCompany or a Subsidiary due to Cause, 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.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion all of the Option shall immediately terminate be forfeited and be become null and void.void immediately upon such cessation, whether or not then exercisable. For purposes of this Section 6(c) the term “Cause” means the occurrence of one of the following events: (i) ) commission of fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate which conduct damaged the Company or an Affiliate, (b) disclosure of trade secrets of the Company or an Affiliate, or (c) violation of the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which Optionee is a party,
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (Tuesday Morning Corp/De)
Termination of Option. (a) 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 after the expiration of ten (10) 10 years from the Date of Grant (the "Option termOPTION TERM").
(b) Upon the occurrence termination of the Grantee's ceasing service on the Board of Directors or employment for any reason to reasxx, xxx Options may be employed by exercised during the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, following periods but only to the extent not previously exercised, shall terminate the Options were outstanding and become null and void immediately exercisable upon such termination of the Grantee's service or employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (IA) the one-one year period following the date of issuance such termination; or (B) the one year period following the date of letters testamentary death or letters of administration to the executor or administrator of a deceased GranteeDisability, in the case of the Grantee's death or Disability during his Grantee's employment by the Employer, but not later than Company or during the one year after the Grantee's death, and period in cxxxxx (iiA) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Granteethis sentence. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(srepresentative(x), but xxt only to the extent that the Option would Optxxx xxxld otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth sxx xxxxh herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company or any subsidiary of WGNBCompany, (ii) breach any covenant not to compete, or employment contract, with Company or any subsidiary of Company, or (iii) engage in conduct that would warrant Grantee's discharge for cause (excluding general dissatisfaction with the performance of Grantee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon the Company or any subsidiary of the Company), any unexercised portion of the Option shall immediately terminate and be become null and void.
Appears in 1 contract
Samples: Grant of Non Qualified Stock Option (Bancorp, Inc.)
Termination of Option. (a) The Option and all rights hereunder with respect theretoIf the Grantee shall cease, for reason of death, Disability or Retirement, to be employed by the extent such rights shall not have been exercisedCompany during the Term of the Option, shall terminate and become null and void after the Grantee or Successor of the Grantee may exercise the Option until the earlier of the expiration of ten the Term of the Option; or
(10i) years from the Date a period not to exceed one (1) year following such cessation of Grant employment by reason of death or Disability; or
(the "Option term")ii) a period not to exceed three (3) months following such cessation by reason of Retirement.
(b) Upon If the occurrence of the Grantee's ceasing Grantee shall cease, for any a reason other than death, Disability or Retirement, to be employed by the Employer (such occurrence being a "termination Company during the Term of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, Grantee may exercise the Option may be exercised during the following periods, but only (to the extent that the Option Grantee was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following entitled to do so at the date of issuance cessation of letters testamentary or letters of administration to employment) until the executor or administrator of a deceased Grantee, in earlier of:
(i) the case expiration of the Grantee's death during his employment by Term of the Employer, but not later than one year after the Grantee's death, and Option; or
(ii) a period not to exceed three (3) months following such cessation of employment; provided, however, that in the three-month period following event of the termination of employment of a Grantee on account of fraud, dishonesty or other acts detrimental to the interests of the Company or a Subsidiary, this Option and any and all rights hereunder shall automatically terminate as of the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Termemployment.
(c) In If the event Grantee shall cease for any reason whatsoever to be employed by the Company or a Subsidiary prior to the vesting of the death any portion of the Granteethis Option, 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 Granteeshall terminate immediately upon cessation of employment.
(d) In no event shall any Option or installment granted herein become exercisable by the Grantee or Successor of the Grantee at any time after the date the Grantee ceases to be employed by the Company or a Subsidiary, for any reason whatsoever, unless such Option or installment is then exercisable at the date of such cessation of employment.
(e) A transfer of the Grantee's ’s employment between WGNB and any subsidiary from the Company to a Subsidiary of WGNBthe Company or vice versa, or between any subsidiaries of WGNBfrom one Subsidiary to another, without an intervening period, shall not be deemed to be a termination cessation of employment with the Company.
(f) Except as otherwise herein provided, exercise of this Option or any installment hereunder by the Grantee or the Successor of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted subject to all terms and conditions of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and voidthis Agreement.
Appears in 1 contract
Termination of Option. (a) The Except as otherwise provided in Section 4 of this Agreement, unless the Option and all rights hereunder with respect thereto, to terminates earlier as provided in this Section 6 the extent such rights shall not have been exercised, Option shall terminate and become null and void on the tenth anniversary of the Grant Date (the “Option General Expiration Date”). Except as otherwise provided in Section 4 of this Agreement, if Optionee ceases to be an employee of the Company for any 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 and any Subsidiary due to death or Disability, the Option 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 expiration of ten (10) years from the Date of Grant (the "Option term")General Expiration Date.
(b) Upon If Optionee ceases to be an employee of the Company and any Subsidiary upon the occurrence of Optionee’s Retirement (as that term is defined in Section 21), (A) the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination portion of the Grantee's employment")Option that was exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate and become null and void at the Optionend of, a period of up to three years after the extent 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 previously exercised, exercisable on the date of Retirement shall terminate be forfeited and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option TermRetirement.
(c) In the event If Optionee ceases to be an employee of the death of the GranteeCompany or a Subsidiary due to Cause, 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.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion all of the Option shall immediately terminate be forfeited and be become null and voidvoid immediately upon such cessation, whether or not then exercisable. For purposes of this Section 6(c) the term “Cause” means the occurrence of one of the following events: (i) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its Subsidiaries; (ii) conduct tending to bring the Company or any 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; (iv) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries; or (v) breach of duty of loyalty to the Company or any of its Subsidiaries or other act of fraud or dishonesty with respect to the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (Tuesday Morning Corp/De)
Termination of Option. (a) The Option and all rights hereunder with respect thereto, In the event that the Grantee shall cease to the extent such rights shall not have been exercised, shall terminate and become null and void after the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence be a director of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment Company for any reason other than death or removal, the death Option shall be exercisable to the extent exercisable at the date the Optionee ceased to be a director, for a period not to exceed three (3) months following the date that Grantee ceased to be a director. In the event Grantee has been removed as a director of the Grantee. In no eventCompany by action of its Board of Directors, however, this Option and any and all rights hereunder shall automatically terminate as of the date of any such period extend beyond the Option Termremoval.
(cb) In the event of the death of the GranteeGrantee while the Grantee is a director of the Company or within the three (3) month period after termination of such status during which Grantee is permitted to exercise the Option as set forth in paragraph (a) of this Article IV, such Option may be exercisable by Xxxxxxx’s Successor, to the extent exercisable at the date Grantee ceased to be a director, for a period of one (1) year from the date of death of Grantee or the date Grantee ceased to be a director of the Company, whichever the first shall occur.
(c) If the Grantee shall cease for any reason whatsoever to be a director of the Company prior to the vesting of any portion of this Option, the Option may shall terminate immediately upon Grantee ceasing to be exercised by a director of the grantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the GranteeCompany.
(d) A transfer In no event shall any Option or installment granted herein become exercisable by the Grantee or Successor of the Grantee's employment between WGNB and Grantee at any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed time after the date the Grantee ceases to be a termination director of the Grantee's employmentCompany, for any reason whatsoever, unless such Option or installment is then exercisable at the date of such cessation.
(e) Notwithstanding Except as otherwise herein provided, exercise of this Option or any other provisions set forth herein or in the Plan, if installment hereunder by the Grantee or the Successor of the Grantee, shall be convicted subject to all terms and conditions of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and voidthis Agreement.
Appears in 1 contract
Samples: Director’s Nonqualified Stock Option Agreement (Chaparral Steel CO)
Termination of Option. (a) 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 after the expiration of ten (10) ____ years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence termination of Xxxxxxx's employment by the Grantee's ceasing Company for any reason to be employed by the Employer (such occurrence event being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall immediately terminate and become null and void immediately upon such void, except in a case where the termination of the Grantee's employmentemployment is by reason of retirement, except as provided hereinpermanent disability or death. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, periods but only to the extent that the Option option was outstanding and exercisable on any upon such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case termination of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and employment: (iii) the threesix-month period following the date of such termination of the Grantee's employment in the case of termination the Grantee's retirement (as determined by the Committee) or permanent disability (as determined by the Committee); and (ii) the one year period following the date of death, in the case of Xxxxxxx's death during his or her employment for any reason other by the Company, but not later than the death end of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the GranteeXxxxxxx, the Option may be exercised by the granteeGrantee's legal representative(s), but only to the extent that the Option would otherwise have been was outstanding and exercisable by on the Granteedate of death.
(d) A transfer of the Grantee's employment between WGNB the Company and any subsidiary of WGNBthe Company, or between any subsidiaries of WGNBthe Company, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company or any subsidiary of WGNBthe Company, (ii) breach any covenant not to compete, or employment contract, with the Company or any subsidiary of the Company, or (iii) engage in conduct that would warrant the Grantee's discharge for cause (excluding general dissatisfaction with the performance of the Grantee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon the Company or any subsidiary of the Company), any unexercised portion of the Option shall immediately terminate and be become null and void. [Note: The following permits exercise of the Option prior to it becoming vested. References to Paragraph 4 below have been noted throughout the Form of Agreement in the event it is determined not to offer Xxxxxxx's the ability to exercise the Option prior to it becoming vested.]
Appears in 1 contract
Samples: Grant of Non Qualified Stock Option (Rait Investment Trust)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence of the GranteeXxxxxxx's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")Company, the Option, to the extent not previously exercised, shall terminate and become null and void immediately void, subject to the further provisions of this Section 3(b), which shall apply based upon the circumstances of such termination of the Grantee's employment, except as provided herein. Upon a termination of the GranteeXxxxxxx's employment by reason of retirement, disability Disability or death, all unexercised portions of the Option shall become immediately exercisable and the Option may be exercised during the period beginning upon such termination and ending one year after such date. In the event of any other termination of Xxxxxxx's employment, the Option may be exercised during the three-month period following periodsthe date of termination, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Granteetermination. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the GranteeXxxxxxx's death, the Option may be exercised by the granteeXxxxxxx's legal representative(s), but only ) as and to the extent that the Option would otherwise have been exercisable by Xxxxxxx, subject to the Granteeprovisions of Section 3(b) hereof.
(d) A transfer of the GranteeXxxxxxx's employment between WGNB and any subsidiary of WGNBthe Company, its Parents, Subsidiaries or between any subsidiaries of WGNBaffiliates, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of shall: (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company, its Parents or Subsidiaries, (ii) breach any covenant not to compete, or employment contract, with the Company, its Parents or Subsidiaries, or (iii) engage in conduct that would warrant Xxxxxxx's discharge for cause (excluding general dissatisfaction with the performance of Xxxxxxx's duties, but including any act of disloyalty or any subsidiary of WGNBconduct clearly tending to bring discredit upon the Company, its Parents or Subsidiaries), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Stock Option Agreement (Cogeneration Corp of America)
Termination of Option. (a) The Option 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 after on the earliest to occur of the following dates:
(a) the expiration date shown on the Notice of ten (10) years from the Date of Grant (the "Option term").Grant;
(b) Upon in the occurrence event Optionee’s employment with the Company or any subsidiary is terminated, other than by reason of the Grantee's ceasing death or isability (as defined below) or terminated for any reason to be employed by the Employer Cause (such occurrence being a "termination of the Grantee's employment"as defined below), the Optionthen this Option may be exercised, to the extent not previously exercisedvested, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on at any such date of retirement, disability or death: time within ninety (I90) the one-year period following calendar days after the date of issuance termination of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employeremployment, but not later than one year after the Grantee's death, and (ii) Expiration Date. Following the three-month period following the date expiration of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no eventninety (90) calendar day period, however, this Option shall any such period extend beyond the Option Term.terminate;
(c) In in the event Optionee’s employment with the Company or any subsidiary is terminated for Cause, then this Option shall terminate and no longer be exercisable immediately upon the date of termination. “Cause” means (a) any act by the Optionee that is materially adverse to the best interests of the death Company and which, if the subject of a criminal proceeding, could result in a criminal conviction for a felony or (b) the failure by the Optionee to substantially perform his/her duties hereunder, which duties are within the control of the GranteeOptionee (other than the failure resulting from the Optionee’s incapacity due to physical or mental illness); provided, the Option may be exercised by the grantee's legal representative(s)however, but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, Optionee shall not be deemed to be terminated for Cause under this subsection (b) unless and until (1) after the Optionee receives written notice from the Company specifying with reasonable particularity the actions of Optionee which constitute a termination violation of this subsection (b) and (2) within a period of thirty (30) days after receipt of such notice (and during which the violation is within the control of the Grantee's employmentOptionee), Optionee fails to reasonably and prospectively cure such violation.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Carreker Corp)
Termination of Option. (a) The Each installment of the Option under Paragraph 2 and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void after the expiration of ten five (105) years from the Date date of Grant vesting of each such installment of the Option (the "Option termTerm").
(b) Upon the occurrence of the Grantee's ceasing employment witx Xxxxxny being terminated by Company for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")reason, the Option, to Option shall become immediately fully vested and shall be exercisable during the extent not previously exercised, shall terminate and become null and void immediately upon six (6) month period following the date of such termination of the Grantee's employment, except as provided hereinemxxxxxxxt. Upon a termination of the Grantee's employment by reason xxxxxx of Grantee's termination of xxxxxxment or by retirement, disability or death, all vested installments of the Option may shall be exercised exercisable during the following periods, but only to : (i) the extent that six (6) month period following the Option was outstanding and exercisable on any such date of retirementsuch termination of Grantee's employment in the case of a disability (within the meaning of Section 22(e)(3) of the Code) or in the case of employment termination by Grantee, disability or death: (Iii) the onexxx xix-year month period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee's estate, in the case of the xxxx xf Grantee's death during xxxing his or her employment by the Employer, but not later than one year after the Grantee's death, and (iiiix) the threexxx six-month period following the date of such termination in the case of termination retirement on or after attainment of employment for any reason age 65, or in the case of disability other than the death of the Granteeas described in (i) above. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised xx xxxxcised by the granteeGrantee's legal representative(s)represenxxxxxx, but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(d) A transfer xxxxxxxr of the Grantee's employment between WGNB betxxxx Xxmpany and any subsidiary of WGNBCompany, or between any subsidiaries of WGNBCompany, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Grant of Incentive Stock Option (Play by Play Toys & Novelties Inc)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")Except as otherwise stated in this Agreement, the Optionoption, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of below:
(a) If the GranteeEmployee's employment by or contractual relationship with the Company terminates by reason of retirement, disability or the Employee's death, the Option stock option may thereafter be exercised during the following periodsexercised, but only to the extent that exercisable at the Option was outstanding and exercisable on any such date of retirementdeath, disability or death: if the Employee dies within the three (I3) the one-year month period following the termination of employment (excluding an Employee discharged for cause as provided in subparagraph (c), below), by the legal representative or legatee of the Employee, for a period of six (6) months from the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the GranteeEmployee's death, and or until the expiration of the stated term of the option, if earlier.
(iib) Any stock option held by the three-month Employee, whose employment by or contractual relationship with the Company is terminated by reason of disability (as such term is defined in the Pluma, Inc. 1995 Stock Option Plan) may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period following of six (6) months from the date of such termination of employment, or until the expiration of the stated term of the option, if earlier.
(c) If the Employee's employment by or contractual relationship with the Company has been terminated for cause (as defined in the case Company's 1995 Stock Option Plan), any stock option held by such Employee shall immediately terminate and be of no further force and effect; provided, however, the Company, acting through the appropriate committee of its Board of Employees, may, in its sole discretion, provide that such stock option can be exercised for a period of up to thirty (30) days from the date of termination of employment or until the expiration of the stated term of the option, if earlier.
(d) If the Employee's tenure as an Employee with the Company terminates for any reason other than the death of the Grantee. In no eventDeath, howeverDisability or for Cause, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised stock option held by the grantee's legal representative(s)Employee may thereafter be exercised, but only to the extent that it was exercisable on the Option would otherwise have been exercisable by date of termination for three (3) months from the Grantee.
(d) A transfer date of termination or until the expiration of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination stated term of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Planoption, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and voidearlier.
Appears in 1 contract
Termination of Option. (a) The Option 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 after on the expiration earliest to occur of ten the following dates as follows:
(10a) years from the Date tenth (10th) anniversary date of Grant the date hereof, or, if Employee is the owner of stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company, or its parent or subsidiary corporation, if any, the fifth (5th) anniversary date of the date hereof (the "Option termExpiration Date").;
(b) Upon in the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Granteeevent Employee's employment with the Company or any subsidiary is terminated, other than by reason of retirementdeath or Disability (as defined below) or termination for Cause (as defined below), disability or death, then (i) this Option shall continue to vest and shall be exercisable as though Employee's employment with the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date Company continued for a period of retirement, disability or death: two (I2) the one-year period years following the date of issuance termination of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's deathemployment, and (ii) this Option shall terminate and shall no longer be exercisable after the threepassage of two (2) years from the date of termination of employment, but in no event later than the Expiration Date (and further provided that in the event this Option is exercised following the expiration of three (3) months from the date of termination of employment, the portion of this Option so exercised will be treated as a non-month period following qualified option as required by the Code). 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;
(c) in the event 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 in termination. For purposes hereof, the case of termination of employment for any reason other than the death term "Cause" shall mean conduct involving one or more of the Grantee. In no event, however, shall any such period extend beyond following as determined by the Option Term.
Committee in its reasonable discretion: (ci) In the event substantial and continuing failure of the death of the GranteeEmployee, the Option may be exercised by the grantee's legal representative(s)after notice thereof, but only to render services to the extent that the Option would otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB Company or any subsidiary of WGNB, any unexercised portion in accordance with the terms or requirements of the Option shall immediately terminate and be null and void.Employee's employment with the Company or any subsidiary; (ii) disloyalty, gross negligence, willful misconduct, dishonesty or breach of fiduciary duty to the Company or any subsidiary; (iii) the commission of an act of embezzlement or fraud; (iv) deliberate disregard of the rules or policies of the Company which results in direct or indirect loss, damage or injury to the Company or any subsidiary; (v) the unauthorized disclosure of any trade secret or confidential information of the Company or any subsidiary; or (vi) the commission of an act which constitutes unfair competition with the Company or any subsidiary or which induces any customer or supplier to break a contract with the Company or any subsidiary;
Appears in 1 contract
Termination of Option. (a) The Option and all rights hereunder with respect theretoExcept as provided in (d) below, if the Grantee shall cease, for reason of death, Disability or Retirement, to be employed by the extent such rights shall not have been exercisedCompany or its Subsidiaries during the Term of the Option, shall terminate and become null and void after the Grantee or Successor of the Grantee may exercise a vested Option until the earlier of:
(i) the expiration of ten the Term of the Option; or
(10ii) a period not to exceed five years from the Date following such cessation of Grant (the "Option term")employment.
(b) Upon Except as provided in (a) above or (d) below, if the occurrence of the Grantee's ceasing for any reason Grantee voluntarily ceases to be employed by the Employer Company or its Subsidiaries (such occurrence being a other than for "termination Good Reason") during the Term of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination Grantee may exercise a vested Option until the earlier of:
(i) the expiration of the Grantee's employment, except as provided herein. Upon a termination Term of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and Option; or
(ii) the three-month a period not to exceed ninety days following the date such cessation of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Termemployment.
(c) In Except as provided in (a) above or (d) below, if the event Grantee involuntarily ceases to be employed by the Company or its Subsidiaries other than for cause, or if Grantee voluntarily terminates employment for "Good Reason" during the Term of the death Option, the Grantee may exercise a vested Option until the later of the Granteeexpiration of four years from the Effective Date, or ninety days following such cessation of employment (but not following the Option may be exercised by expiration of the grantee's legal representative(sTerm of the Option), but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(d) A transfer An Option that has not become vested as provided in Article II above at the time of cessation of employment (or after cessation of employment as provided in Article II(d)) may not be exercised thereafter. No Option may be exercised after the Company has terminated the employment of the Grantee's employment between WGNB and any subsidiary Grantee For Cause, except that the Committee may, in its sole discretion, permit exercises for a period of WGNB, or between any subsidiaries of WGNB, up to ninety days in cases where the Committee shall not be deemed to be a termination of determine such period is warranted under the Grantee's employmentparticular circumstances.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if If the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNBhas not entered into a written employment agreement satisfactory to the Company prior to February 16, any unexercised portion of the 1996, this Option shall immediately terminate as of that date and shall have no further force or effect. In addition, if Grantee fails to comply with the term of any written employment agreement entered into with the Company, said failure shall cause this Option to immediately terminate, whether or not the Option has become vested.
(f) Employment for purposes of determining eligibility for vesting post-employment exercise rights of the Grantee under this Agreement shall mean continuous full-time salaried employment with the Company or a Subsidiary and shall include periods during which the Grantee is on vacation, sick leave, or other approved absence, or in receipt of severance pay or other form of salary continuation benefit.
(g) Except as otherwise herein provided, exercise of this Option, whether by the Grantee or the Successor of the Grantee, shall be null subject to all terms and voidconditions of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Aetna Inc)
Termination of Option. (a) 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 after the expiration of ten (10) 10 years from the Date of Grant (the "Option termOPTION TERM").
(b) Upon the occurrence termination of the Grantee's ceasing employment for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")reason, the Option, Options may be exercised durixx xxx following periods but only to the extent not previously exercised, shall terminate the Options were outstanding and become null and void immediately exercisable upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (IA) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three3-month period following the date of such termination termination; or (B) the one year period following the date of death or Disability, in the case of termination Grantee's death or Disability during Grantee's employment by the Compaxx xx xuring the 3-month period in clxxxx (X) of employment for any reason other than the death of the Granteethis sentence. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(srepresentative(x), but xxt only to the extent that the Option would Optxxx xxxld otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth sxx xxxxh herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company or any subsidiary of WGNBCompany, (ii) breach any covenant not to compete, or employment contract, with Company or any subsidiary of Company, or (iii) engage in conduct that would warrant Grantee's discharge for cause (excluding general dissatisfaction with the performance of Grantee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon the Company or any subsidiary of the Company), any unexercised portion of the Option shall immediately terminate and be become null and void.
Appears in 1 contract
Termination of Option. The Grantee may not exercise this option after, and this option will terminate without notice to the Grantee on, the earlier of:
(a) 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 Three (3) months after the expiration date of ten the termination of the Grantee’s employment with the Company and its subsidiaries (10including retirement) other than as set forth in (b) or (c) below, provided that the Grantee has been employed by the Company for at least two years following the date of this agreement, and, provided further, that if the Grantee dies within such three (3) month period, termination of the option will not occur until twelve (12) months after such death (subject to Section 3(d) hereof);
(b) On the date the Company or one of its subsidiaries terminates the Grantee’s employment for Cause;
(c) Twelve (12) months after the date of the termination of the Grantee’s employment with the Company and its subsidiaries by reason of death or Disability, provided that the Grantee has been employed by the Company for at least two years following the date of this agreement; or
(d) Five (5) years from the Date date of Grant this agreement. For purposes of this paragraph 3, termination shall occur at 11:59 P.M. (Eastern Time) on the "Option term").
(b) Upon applicable date described above, except that if the occurrence Grantee is terminated for Cause, termination shall occur immediately at the time of such termination. If the Grantee's ceasing for any reason to be employed by Grantee terminates employment with the Employer (such occurrence being a "termination Company and its subsidiaries before the expiration of two years from the Grantee's employment")date of this agreement, the OptionGrantee may not exercise this option after, and this option will terminate without notice to the extent not previously exercised, shall terminate and become null and void Grantee immediately upon at the time of such termination of the Grantee's employment’s employment with the Company and its subsidiaries. In addition, except as provided herein. Upon if the Grantee takes a termination military, sick leave or other bona fide leave of absence from the Grantee's employment by reason Company and its subsidiaries, and the period of retirement, disability or deathsuch leave exceeds 3 months, the Option may Grantee will be exercised during considered to have terminated employment from the following periods, but only to Company and its subsidiaries for purposes hereof on the extent that the Option was outstanding and exercisable on any such date later of retirement, disability or death: (Ii) the onefirst day immediately following such 3-year period following the date of issuance of letters testamentary month period, or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period last day that the Grantee’s right to reemployment following the date end of such termination leave is guaranteed by law or contract with the Company or a subsidiary. If the Grantee dies or becomes disabled as contemplated in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
Section 3(a) or (c) In above, this option shall continue to be subject to the event of the death of same terms and conditions as were applicable immediately prior to the Grantee’s death or Disability, provided that for purposes of this agreement, where context requires, 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 term “Grantee.
(d) A transfer of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, ” as used in this agreement shall not be deemed to refer to the person(s) who has(ve) the right to exercise this option after the Grantee’s death or Disability. In such an event, neither the Committee nor the Company will be a liable for any losses resulting from such exercise or, if applicable, from the disposition of shares acquired upon such exercise. The Company disclaims any obligation to provide notice to any person who has the right to exercise this option of circumstances triggering termination of the Grantee's employmentoption.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Superior Group of Companies, Inc.)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination Termination of the Grantee's employmentEmployment"), the Option, Option to the extent not previously exercised, shall terminate and become null and void immediately upon such termination Termination of the Grantee's employmentEmployment, except as provided herein. Upon in a termination case where the Termination of the Grantee's employment Employment is by reason of retirement, disability or death. Upon a Termination of the Grantee's Employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (Ii) the one-year period following the date of such Termination of the Grantee's Employment in the case of a disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), (ii) the six-month period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased GranteeXxxxxxx, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (iiiii) the three-month period following the date of such termination in the case of termination retirement on or after attainment of employment for any reason age 65, or in the case of disability other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Termdescribed in (i) above.
(cb) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(dc) A transfer of the Grantee's employment between WGNB the Company and any subsidiary of WGNBthe Company, or between any subsidiaries of WGNBthe Company, shall not be deemed to be a termination Termination of the Grantee's employmentEmployment.
(ed) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and voidvoid if the Grantee shall (i) commit any act of malfeasance or wrongdoing affecting the Company or any subsidiary of the Company, including but not limited to, disclosing to anyone outside of the Company any confidential information or material relating to the business of the Company acquired by the Grantee either during or after the Grantee's employment with the Company, without prior written authorization from the Company; (ii) breach any covenant not to compete, or employment contract, with the Company or any subsidiary of the Company; or (iii) engage in conduct that would warrant the Grantee's discharge for cause (excluding general dissatisfaction with the performance of the Grantee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon the Company or any subsidiary of the Company).
Appears in 1 contract
Samples: Nonqualified Stock Option Award Agreement (National Home Centers Inc)
Termination of Option. Upon the termination of Employee's employment with Employer, whether by disability, death, retirement or otherwise, any option, or part thereof, which is not exercisable as of the date the Employee's employment so terminates (hereinafter referred to as "Termination Date"), shall also terminate. As to any option, or part thereof, which is exercisable on the Termination Date:
(a) The Option in the event of Employee's disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) while employed by Employer, any option, or part thereof, granted to Employee under the Plan, which is exercisable on the Termination Date and all rights hereunder with respect thereto, to the extent such rights shall not have been exercisedpreviously exercised or otherwise expired, shall terminate and become null and void after the expiration of ten be exercisable at any time within one (101) years year from the Date of Grant (the "Option term").date Employee's employment so terminates;
(b) Upon in the occurrence event of the GranteeEmployee's ceasing for any reason to be death while employed by Employer, any option, or part thereof, granted to Employee under the Employer (such occurrence being a "termination of Plan, which is exercisable on the Grantee's employment"), the Option, to the extent Termination Date and not previously exercisedexercised or otherwise expired, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on at any such date of retirement, disability or death: time within six (I6) the one-year period following calendar months from the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the GranteeEmployee's death, and (ii) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.;
(c) In in the event Employee's employment with Employer is terminated as a result of the death retirement of Employee, any option, or part thereof, granted to Employee under the GranteePlan, which is exercisable on the Option may Termination Date and not previously exercised or otherwise expired, shall be exercised by exercisable at any time within ninety (90) days from the grantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee.date employment so terminates;
(d) A transfer of in the Granteeevent Employee's employment between WGNB and with Employer is terminated by Employer, whether or not for Cause, any subsidiary of WGNBoption, or between any subsidiaries of WGNBpart thereof, shall not be deemed granted to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in Employee under the Plan, if which is exercisable on the Grantee Termination Date and not previously exercised or otherwise expired, shall be convicted of exercisable at any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of time within thirty (30) days from the Option shall immediately terminate and be null and void.date employment so terminates;
Appears in 1 contract
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon If employment of Grantee by the occurrence Company pursuant to the Employment Agreement dated March 5th, 1996 (the "Employment Agreement") is terminated, or if certain covenants contained in the Employment Agreement are breached, unexercisable or unexercised Options shall be terminated in accordance with Paragraph 10 of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided hereinEmployment Agreement. Upon a termination of the Grantee's employment by reason of retirement, disability or death, or after a Change in Control, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (Ii) the one-year period following the date of such termination of the Grantee's employment in the case of a disability (within the meaning of Section 422(e)(3) of the Code) or after a Change in Control, (ii) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's deathXxxxxxx, and (iiiii) the threeone-month year period following the date of such termination in the case of termination retirement on or after attainment of employment for any reason age 65, or in the case of disability other than the death of the Granteeas described in (i) above. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the granteeGrantee's legal representative(s), ) (but only to the extent that the Option would otherwise have been exercisable by the Grantee).
(d) A transfer of the Grantee's employment between WGNB Company and any subsidiary affiliate of WGNBCompany, or between any subsidiaries of WGNBCompany, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of (i) breach any act covenant not to compete, or malfeasance or wrongdoing affecting WGNB materially breach any employment contract, with Company or any subsidiary of WGNBCompany, or (ii) engage in conduct that would warrant the Grantee's discharge for Cause (as defined in the Employment Agreement) any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Fidelity Leasing Inc)
Termination of Option. (a) The Option and all rights hereunder with respect theretoExcept as otherwise stated herein, to the extent such rights shall not have been exercised, shall terminate and become null and void after the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"including Section 7(b), the Option, to the extent not previously theretofore exercised, shall terminate and become null and void immediately upon such termination the first of the Grantee's employment, except as provided herein. Upon a termination following dates to occur (the "Expiration Date"):
(a) In the event of the GranteeOptionee's employment by reason of retirementdeath or Disability (as defined in the Employment Agreement), disability or deaththis Option, the Option may be exercised during the following periods, but only to the extent that exercisable at the Option was outstanding and exercisable on any such date Date of retirement, disability or death: Termination (I) as defined in the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased GranteeEmployment Agreement), in the case of the Grantee's death during his employment death, may be exercised by the Employerestate of the Optionee or any person who acquired the Option by bequest or inheritance, but not later than one year or, in the case of Disability, may be exercised by the Optionee or his legal representative, in accordance with the terms of this Option, at any time prior to twelve (12) months following such death or Disability, as the case may be, after which the Option shall terminate and shall no longer be exercisable;
(b) In the event of the termination of the Optionee's employment for Cause and by the Optionee upon a Resignation (each as defined in the Employment Agreement), this Option and all rights granted hereunder shall be forfeited and deemed canceled and no longer exercisable on and after the Grantee's death, and (ii) the three-month period 30th day following the date of such termination in of employment, unless the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.Board determines otherwise; and
(c) In the event that the Executive's employment is terminated by the Company Without Cause or by the Executive for Good Reason (each as defined in the Employment Agreement), this Option and all rights granted hereunder shall, upon the Date of Termination (as defined in the death of the GranteeEmployment Agreement), the Option immediately vest and become exercisable (if not already vested and exercisable), and may be exercised by the grantee's legal representative(s), but only Optionee in whole or in part at any time or from time to time prior to the extent that later of the fifth anniversary of the Date of Termination or May 22, 2010, after which time the Option would otherwise have been exercisable by the Grantee.shall terminate and shall no longer be exercisable; or
(d) A transfer May 22, 2010, the tenth anniversary of the Grantee's employment between WGNB and any subsidiary of WGNB, or between any subsidiaries of WGNB, shall not be deemed to be a termination of the Grantee's employmentthis Agreement.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence of the GranteeXxxxxxx's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")Company, the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such the Separation Date, except in a case where the termination of the GranteeXxxxxxx's employmentemployment is by reason of retirement, except Disability or death or otherwise as provided hereinfollows. Upon a termination of the GranteeXxxxxxx's employment by reason of retirement, disability Disability or death, all unexercised portions of the Option shall become immediately exercisable and the Option may be exercised during the period beginning upon such termination and ending one year after such date. In the event of any other termination, the Option may be exercised within the three-month period following periodsthe date of retirement, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following upon the date of such termination in the case of termination of employment for any reason other than the death of the Granteeretirement. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the GranteeXxxxxxx's death, the Option may be exercised by the granteeXxxxxxx's legal representative(s), but only ) as and to the extent that the Option would otherwise have been exercisable by Xxxxxxx, subject to the Granteeprovisions of Section 3(b) hereof.
(d) A transfer of the GranteeXxxxxxx's employment between WGNB the Company and any subsidiary of WGNB, its Parents or between any subsidiaries of WGNB, Subsidiaries shall not be deemed to be a termination of the GranteeXxxxxxx's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of shall: (I) commit any act or of malfeasance or wrongdoing affecting WGNB the Company, its Parents or Subsidiaries, (ii) breach any covenant not to compete, or employment contract, with the Company, its Parents or Subsidiaries), or
(iii) engage in conduct that would warrant Xxxxxxx's discharge for cause (excluding general dissatisfaction with the performance of Xxxxxxx's duties, but including any act of disloyalty or any subsidiary of WGNBconduct clearly tending to bring discredit upon the Company, its Parents or Subsidiaries), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (NRG Generating U S Inc)
Termination of Option. Upon the date that any one of the events specified below first occurs, this option shall terminate to the extent and at the times provided.
(a) 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 after Upon the expiration of ten (10) years from the Date of Grant date hereof ("the "Option termExpiration Date"), this option shall terminate as to the then unexercised portion.
(b) Upon If Grantee dies while employed by the occurrence Company, all outstanding and exercisable Options held by Grantee at the time of his death shall be exercisable by the person or persons entitled to do so under the Grantee's ceasing for Will, if any, or by his legal representative at any reason to be employed by time before the Employer earlier of (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I1) the one-year period following the date Expiration Date of issuance of letters testamentary this option or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than (2) one year after the date of Grantee's death. Thereafter, and (ii) this option shall terminate as to the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Termthen unexercised portion.
(c) In If Grantee's employment terminates on account of disability, within the event meaning of Section 8.b. of the death Employment Agreement, all outstanding and exercisable Options held by Grantee at the employment termination date shall be exercisable before the earlier of (1) the GranteeExpiration Date of this option or (2) one year after the employment termination date. Thereafter, the Option may be exercised by the grantee's legal representative(s), but only this option shall terminate as to the extent that the Option would otherwise have been exercisable by the Granteethen unexercised portion.
(d) A transfer of the If Grantee's employment between WGNB is terminated by the Company without Cause or by the Grantee for Good Reason, within the meaning of Section 8.f. or 8.d. of the Employment Agreement, all outstanding and any subsidiary exercisable Options held by Grantee at the employment termination date shall be exercisable before the earlier of WGNB(1) the Expiration Date of this option or (2) one year after the later of (A) the end of the Severance Benefit Period, within the meaning of Section 8.k. of the Employment Agreement, or between any subsidiaries of WGNB, shall not be deemed to be a (B) the next employment anniversary date for Grantee which would have occurred following the employment termination of the date (had Grantee's employmentemployment not terminated). Thereafter, this option shall terminate as to the then unexercised portion.
(e) Notwithstanding If Grantee's employment is terminated by the Company without Cause in conjunction with a Change in Control, within the meaning of Section 8.g. of the Employment Agreement, all outstanding and exercisable options held by Grantee at the employment termination date shall be exercisable before the earlier of (1) the Expiration Date of this option or (2) one year after the end of the Change in Control Benefit Period as defined in Section 8.1. of the Employment Agreement. Thereafter, this option shall terminate as to the then unexercised portion.
(f) If Grantee resigns for any other provisions set forth herein reason not specified above, or retires under any retirement plan of the Company, all outstanding and exercisable options held by Grantee at the employment termination date shall be exercisable before the earlier of (1) the Expiration Date of this option or (2) three months after the date Grantee's employment or service terminates. Thereafter, this option shall terminate as to the then unexercised portion.
(g) If Grantee's employment is terminated by the Company for Cause, within the meaning of Section 8.e. of the Employment Agreement, all outstanding stock Options held by the Grantee at the time of such termination shall automatically terminate unless the Committee notifies the Grantee in writing that his Options will not terminate. For purposes of this Paragraph 3,
(i) employment by a subsidiary or parent of the Company shall be deemed employment by the Company,
(ii) the Grantee's employment shall not be considered terminated by an authorized leave of absence for a period not exceeding ninety days, or a longer period, if Grantee is entitled by contract or applicable law to continue in the Planemploy of the Company, if and
(iii) the Grantee Committee in its discretion shall determine which Sub-paragraph of Section 8 of the Employment Agreement governs Grantee's termination of employment and the Committee's determination shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate final and be null and voidbinding.
Appears in 1 contract
Samples: Employee Stock Option Agreement (Competitive Technologies Inc)
Termination of Option. (a) The Option and all rights hereunder with respect thereto, If the Optionee shall cease to the extent such rights shall not have been exercised, shall terminate and become null and void after the expiration of ten (10) years from the Date of Grant (the "Option term").
(b) Upon the occurrence be a Director of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")Company, then the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination that it is exercisable by the Optionee at the time the Optionee ceases to be a Director of the Grantee's employmentCompany, except as provided herein. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but and only to the extent that the Option was outstanding and is exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following the date as of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no eventtime, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of the Grantee, the Option may be exercised by the grantee's legal representative(s)Optionee within three (3) years after such time, but in no event beyond ten (10) years after the Grant Date.
(b) If the Optionee shall cease to be a Director of the Company as the result of the Optionee’s disability, as such term is defined in the Plan, then the Option, to the extent that it is exercisable by the Optionee at the time the Optionee ceases to be a Director of the Company, and only to the extent that the Option is exercisable as of such time, may be exercised by the Optionee within three (3) years after such time, but in no event beyond ten (10) years after the Grant Date.
(c) If the Optionee shall die while a Director of the Company, the Optionee’s estate, personal representative, or beneficiary shall have the right, subject to the provisions of Paragraph 3, to exercise the Option (to the extent that the Optionee would otherwise have been exercisable by entitled to do so at the Granteetime of the Optionee’s death) at any time within three (3) years from the date of the Optionee’s death, but in no event beyond ten (10) years after the Grant Date.
(d) A transfer Notwithstanding anything in this Paragraph 5 to the contrary, if, in the 12-month period following a Change of the Grantee's employment between WGNB and any subsidiary of WGNBControl, or between any subsidiaries of WGNB, Optionee shall not be deemed cease to be a termination Director of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the PlanCompany, if the Grantee shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall become immediately exercisable in full, whether or not the dates set forth in Exhibit A have passed, and may be exercised by the Optionee within three (3) years after such termination of service, but in no event beyond ten (10) years after the Grant Date. For the avoidance of doubt, if following a Change of Control, Optionee’s service shall terminate as a result of the Optionee’s death or disability, the provisions of (b) and be null and void.(c) above shall apply, respectively. For purposes of this Agreement, “Change of Control” will have the meaning set forth on Exhibit B.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Kv Pharmaceutical Co /De/)
Termination of Option. (a) The This 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 after be subject to the expiration of ten (10) years from following special rules in the Date of Grant (event the "Option term").
(b) Upon the occurrence of the Grantee's ceasing for any reason Optionee ceases to be employed by the Employer Company or one of its subsidiaries (such occurrence being a "termination of as defined in the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided herein. Upon a termination of the GranteePlan):
(i) if Optionee's employment by shall be terminated for any reason of retirementother than death, disability or deathretirement, 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 may be exercised during the following periods, but only (A) to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance the termination of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, employment in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and voluntary termination or (iiB) the three-month period following the date of such termination in the case of termination of employment for any reason other than the death of the Grantee. In no event, however, shall any such period extend beyond the Option Term.
(c) 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 was or would otherwise have been 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 (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) if Optionee's employment shall be terminated by reason of Optionee's death, this Option will become fully exercisable and may be exercised by the GranteeOptionee's Representative (as defined below) at any time before (a) the expiration of three (3) 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 for 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;
(iv) if the Optionee'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
(v) if Optionee dies or become 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 onset of such disability, or (B) the Expiration Date, whichever shall fist occur.
(db) A transfer of Notwithstanding the Granteeprovisions 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 employment between WGNB and is terminated for any subsidiary reason (including Optionee's voluntary termination), Optionee shall have the right to exercise the Option in whole or in part at any time before (i) the expiration of WGNBone year after the date of such termination of employment, or between any subsidiaries of WGNB(ii) the Expiration Date, whichever shall not be deemed to be a termination of the Grantee's employmentfirst occur.
(ec) Notwithstanding any other provisions set forth herein or in For purposes of this Agreement, the Plan, if the Grantee following terms shall be convicted of any act or malfeasance or wrongdoing affecting WGNB or any subsidiary of WGNB, any unexercised portion of the Option shall immediately terminate and be null and void.defined as follows:
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Metris Companies Inc)
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment"), the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such termination of the Grantee's employment, except as provided hereinin a case where the termination of the Grantee's employment is by reason of retirement, disability or death. Upon a termination of the Grantee's employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (Ii) the one-year period following the date of such termination of the Grantee's employment in the case of a disability (within the meaning of Section 22(e)(3) of the Code), (ii) the six-month period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the xx xxx Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (iiiii) the three-month period following the date of such termination in the case of termination retirement on or after attainment of employment for any reason age 65, or in the case of disability other than the death of the Granteeas described in (i) above. In no event, however, shall any such period extend beyond the Option Term.
(c) In the event of the death of Grantee or in the Granteeevent Grantee ceases to have legal capacity to act, the Option may be exercised by the granteeGrantee's legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between WGNB the Company and any subsidiary affiliate of WGNBthe Company, or between any subsidiaries affiliates of WGNBthe Company, shall not be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company or any subsidiary affiliate of WGNBthe Company, (ii) breach any covenant not to compete, or obligation of confidentiality, or employment contract, with the Company or any affiliate of the Company, or (iii) engage in conduct that would warrant the Grantee's discharge for cause, any unexercised portion of the Option shall immediately terminate and be null void, and voidany exercise of such a voidable Option shall be rescindable by the Committee.
Appears in 1 contract
Termination of Option. (a) 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 after the expiration of ten (10) years from the Date of Grant (the "Option termTerm").
(b) Upon the occurrence of the GranteeXxxxxxx's ceasing for any reason to be employed by the Employer (such occurrence being a "termination of the Grantee's employment")Company, the Option, to the extent not previously exercised, shall terminate and become null and void immediately upon such the Separation Date, except in a case where the termination of the GranteeXxxxxxx's employmentemployment is by reason of retirement, except Disability or death or otherwise as provided hereinfollows. Upon a termination of the GranteeXxxxxxx's employment by reason of retirement, disability Disability or death, all unexercised portions of the Option shall become immediately exercisable and the Option may be exercised during the period beginning upon such termination and ending one year after such date. [In the event of any other termination, the Option may be exercised within the three-month period following periodsthe date of retirement, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (I) the one-year period following the date of issuance of letters testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee's death during his employment by the Employer, but not later than one year after the Grantee's death, and (ii) the three-month period following upon the date of such termination in the case of termination of employment for any reason other than the death of the Granteeretirement. In no event, however, shall any such period extend beyond the Option Term.]
(c) In the event of the death of the GranteeXxxxxxx's death, the Option may be exercised by the granteeXxxxxxx's legal representative(s), but only ) as and to the extent that the Option would otherwise have been exercisable by Xxxxxxx, subject to the Granteeprovisions of Section 3(b) hereof.
(d) A transfer of the GranteeXxxxxxx's employment between WGNB the Company and any subsidiary of WGNB, its Parents or between any subsidiaries of WGNB, Subsidiaries shall not be deemed to be a termination of the GranteeXxxxxxx's employment.
(e) Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall be convicted of shall: (i) commit any act or of malfeasance or wrongdoing affecting WGNB the Company, its Parents or Subsidiaries, (ii) breach any covenant not to compete, or employment contract, with the Company, its Parents or Subsidiaries, or (iii) engage in conduct that would warrant Xxxxxxx's discharge for cause (excluding general dissatisfaction with the performance of Xxxxxxx's duties, but including any act of disloyalty or any subsidiary of WGNBconduct clearly tending to bring discredit upon the Company, its Parents or Subsidiaries), any unexercised portion of the Option shall immediately terminate and be null and void.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Cogeneration Corp of America)
