Common use of Termination of Services Clause in Contracts

Termination of Services. If your service is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of your services with the Company, to the extent not theretofore exercised, your Option shall continue to be valid; provided, however, that: (i) If the Participant’s service is terminated by dismissal by the Company other than for cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when such Participant was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Participant or their legal representative of such Participant, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Participant, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of any or all of such number of Shares specified by the Administrator in such Option; and (ii) If the services of any Participant to whom such Option shall have been granted shall terminate by reason of the Participant's retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while such Participant is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, such Participant shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of any or all of such number of Shares as specified by the Administrator in such Option, at any time up to one (1) year from the date of termination of the Optionee's services by reason of retirement. (b) If you voluntarily terminate your services, Participant shall have the right to exercise such Option that has vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee's services, or if you are discharged for cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by your legal representative if you should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of the Plan, the term "for cause" shall mean "cause" as defined in the Plan.

Termination of Services. If your service is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of your services with the Company, to the extent not theretofore exercised, your Option shall continue to be valid; provided, however, that: (i) If the Participant’s service is terminated by dismissal by the Company other than for cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when such Participant was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Participant or their legal representative of such Participant, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Participant, Recipient may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of any or all of such number of Shares specified by the Administrator in such Option; and (ii) If the services of any Participant to whom such Option shall have been granted shall terminate by reason of the Participant's retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while such Participant is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, such Participant shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of any or all of such number of Shares as specified by the Administrator in such Option, at any time up prior to one the end of the Service Period for any Transition Service(s) and upon thirty (130) year days’ prior written notice to Provider, terminate any Transition Service(s) or this Agreement in its entirety, whereupon, from and after the date of termination specified in such written notice, Provider’s obligation to provide such Transition Service(s) to Recipient shall cease and Recipient shall have no obligation to pay Provider for such Transition Service(s) (other than with respect to those Transition Services for which costs will be incurred by Provider as a result of non-cancellable commitments that Provider incurred in good faith in order to provide such Transition Services); provided that if termination of any Transition Service materially inhibits Provider’s ability to provide or prevents Provider from providing any other Transition Services (as determined in Provider’s sole discretion), Provider shall promptly notify Recipient of such determination and such other Transition Services shall also shall be deemed terminated, subject to Recipient’s prior written consent of such termination; and provided further that partial reduction of any specific Transition Service may only be made with the Optionee's services by reason prior written consent of retirementProvider, which consent shall not be unreasonably withheld, delayed or conditioned. (b) If you voluntarily Except as set forth in Section 3.3(b), in the event that either Party breaches any of its material obligations under this Agreement (the “Breaching Party”), the other Party may terminate your servicesthis Agreement in its entirety upon thirty (30) days’ prior written notice (such thirty (30) day period, Participant the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate; provided, that the termination of this Agreement shall not become effective at the end of the Notice Period if (i) the Breaching Party cures such breach during the Notice Period or (ii) such breach cannot be cured during the Notice Period and the Breaching Party commences and diligently pursues actions to cure such breach within the Notice Period, in which case the Breaching Party shall have the right an additional thirty (30) day period to exercise cure such Option that has vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of breach before such termination of the Optionee's services, or if you are discharged for cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofbecome effective. (c) If Either Party may terminate this Agreement in its entirety immediately upon written notice to the other Party if the other Party (i) files in any Options granted hereunder shall be exercised by your legal representative if you should die court or become disabledwith any other Governmental Authority, or by pursuant to any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death Law of any such person written notice state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of such exercise shall be accompanied other Party or of its assets; (ii) is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within sixty (60) days after the filing thereof; (iii) consents to the appointment or taking possession by a certified copy of letters testamentary receiver, liquidator, assignee, custodian, trustee, sequestrator (or equivalent proof of the right similar official) of such legal representative other Party or other person for any substantial part of its property or makes any assignment for the benefit of creditors; (iv) admits in writing its inability to exercise such Optionspay its debts generally as they become due; or (v) has issued or levied against its property any judgment, writ, warrant of attachment or execution or similar process that represents a substantial portion of its property. (d) For all purposes Any Transition Service, or this Agreement in its entirety, may be terminated upon the mutual written agreement of the Plan, the term "for cause" shall mean "cause" as defined in the PlanProvider and Recipient at any time.

Termination of Services. (a) If your service Optionee shall cease to be an officer, director, consultant or employee of the Company or any "Affiliate" of the Company (as that term is terminated with defined in Rule 501(b) of the CompanyRules and Regulations under the Securities Act of 1933, as amended (the Option and "1933 ACT")) for any unexercised portion reason other than death or permanent disability (a "TERMINATING EVENT"), Optionee shall be have the right, subject to the provisions of Section 5(c) below: , to exercise the Option at any time following such Terminating Event until the earlier to occur of (a1) Upon 30 days following the termination date of your services with such Terminating Event and (2) the Company, Expiration Date. The Option may be exercised following a Terminating Event only to the extent not theretofore exercised, your Option shall continue to be valid; provided, however, that: (i) If the Participant’s service is terminated by dismissal by the Company other than for cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when such Participant was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of terminationthe Terminating Event. To the extent unexercised at the end of the period referred to above, the Option shall terminate. The Board, in its sole and absolute discretion, shall determine whether or not authorized leaves of absence shall constitute termination of employment for purposes of this Option Agreement. (b) If, by reason of death or disability (a "SPECIAL TERMINATING EVENT"), Optionee shall cease to be an officer, director, consultant or employee of the Participant Company or their legal representative of such Participantany Affiliate, as then Optionee, Optionee's executors or administrators or any person or persons acquiring the case may be, or such Person who acquired such Option directly from Optionee by bequest or inheritance or by reason of the death of the Participantinheritance, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of any or all of such number of Shares specified by the Administrator in such Option; and (ii) If the services of any Participant to whom such Option shall have been granted shall terminate by reason of the Participant's retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while such Participant is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, such Participant shall have the right to exercise the Option at any time following such Special Terminating Event until the earlier to occur of (1) six months following the date of such Special Terminating Event and (2) the Expiration Date. The Option so granted, may be exercised following a Special Terminating Event only to the extent not theretofore exercised, in respect of any or all of such number of Shares as specified by the Administrator in such Option, exercisable at any time up to one (1) year from the date of termination the Special Terminating Event. To the extent unexercised at the end of the Optionee's services by reason of retirement. (b) If you voluntarily terminate your servicesperiod referred to above, Participant the Option shall have the right to exercise such Option that has vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee's services, or if you are discharged for cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by your legal representative if you should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) terminate. For all purposes of the Planthis Option Agreement, the term "for causedisability" shall mean "cause" total and permanent disability as defined in Section 22(e)(3) of the PlanCode. Optionee shall not be considered permanently disabled unless he furnishes proof of such disability in such form and manner, and at such times, as the Board may from time to time require.

Termination of Services. (a) If your service Optionee shall cease to be an officer, director, consultant or employee of the Company or any "Affiliate" of the Company (as that term is terminated with defined in Rule 501(b) of the CompanyRules and Regulations under the Securities Act of 1933, as amended (the Option and "1933 ACT")) for any unexercised portion reason other than death or permanent disability (a "TERMINATING EVENT"), Optionee shall be have the right, subject to the provisions of SECTION 5(C) below: , to exercise the Option at any time following such Terminating Event until the earlier to occur of (a1) Upon twelve (12) months following the termination date of your services with such Terminating Event and (2) the Company, Expiration Date. The Option may be exercised following a Terminating Event only to the extent not theretofore exercised, your Option shall continue to be valid; provided, however, that: (i) If the Participant’s service is terminated by dismissal by the Company other than for cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when such Participant was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of terminationthe Terminating Event, including with respect to that portion of the Option that becomes exercisable in connection with such Terminating Event. To the extent unexercised at the end of the period referred to above, the Option shall terminate. The Board, in its sole and absolute discretion, shall determine whether or not authorized leaves of absence shall constitute termination of employment for purposes of this Option Agreement. (b) If, by reason of death or permanent disability (a "SPECIAL TERMINATING EVENT"), Optionee shall cease to be an officer, director, consultant or employee of the Participant Company or their legal representative of such Participantany Affiliate, as then Optionee, Optionee's executors or administrators or any person or persons acquiring the case may be, or such Person who acquired such Option directly from Optionee by bequest or inheritance or by reason of the death of the Participantinheritance, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of any or all of such number of Shares specified by the Administrator in such Option; and (ii) If the services of any Participant to whom such Option shall have been granted shall terminate by reason of the Participant's retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while such Participant is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, such Participant shall have the right to exercise the Option at any time following such Special Terminating Event until the earlier to occur of (1) twelve (12) months following the date of such Special Terminating Event and (2) the Expiration Date. The Option so granted, may be exercised following a Special Terminating Event only to the extent not theretofore exercised, in respect of any or all of such number of Shares as specified by the Administrator in such Option, exercisable at any time up to one (1) year from the date of termination of the Optionee's services by reason of retirement. (b) If you voluntarily terminate your servicesSpecial Terminating Event, Participant shall have the right to exercise such Option that has vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee's services, or if you are discharged for cause, any Options granted hereunder shall forthwith terminate including with respect to any unexercised that portion thereof. (c) If any Options granted hereunder shall be exercised by your legal representative if you should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right Option that becomes exercisable in connection with such Special Terminating Event. To the extent unexercised at the end of such legal representative or other person the period referred to exercise such Options. (d) above, the Option shall terminate. For all purposes of the Planthis Option Agreement, the term "for causePERMANENT DISABILITY" shall mean "cause" as defined a condition that entitles Optionee to benefits under an applicable Company long-term disability plan or, if no such plan exists, a physical or mental disability which, in the Planreasonable judgment of the Board, is likely to render Optionee unable to perform his duties and obligations under this Agreement for 90 days in any 12-month period.

Termination of Services. If If, prior to the date that this Option first becomes exercisable, your service is terminated with the Company, the Option and Corporation or any unexercised portion of its Subsidiaries shall be subject terminated for any reason, your right to exercise this Option shall terminate and all rights hereunder shall cease. If, on or after the provisions below: (a) Upon the termination of date that this Option shall first become exercisable, your services with the Company, to the extent not theretofore exercised, your Option shall continue to be valid; provided, however, that: (i) If the Participant’s service is terminated by dismissal by the Company for any reason other than for cause (as defined below)death or Disability, disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when such Participant was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Participant or their legal representative of such Participant, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Participant, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of any or all of such number of Shares specified by the Administrator in such Option; and (ii) If the services of any Participant to whom such Option shall have been granted shall terminate by reason of the Participant's retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while such Participant is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, such Participant then you shall have the right to exercise such this Option so granted, to the extent not theretofore exercised, in respect of any or all that it shall have been exercisable and unexercised on the date of such number termination of Shares services, at any time on or before the earlier of: (i) the expiration date of the Option, or (ii) three (3) months after the date of such termination of your services, subject to any other limitation on the exercise of such Option in effect at the date of exercise. If, on or after the date that this Option first becomes exercisable, your services are terminated due to death or Disability, you or the executor or administrator of your estate (as specified the case may be) or the person or persons to whom the Option shall have been transferred by will or by the Administrator in such laws of descent and distribution, shall have the right to exercise this Option, at any time up to on or before the earlier of: (i) the expiration date of the Option, or (ii) one (1) year from the date of termination of the Optionee's services by reason of retirement. (b) If you voluntarily terminate your services, Participant shall have the right to exercise such Option that has vesteddeath or Disability, to the extent not theretofore exercised, at any time up to ninety (90) days from that it was exercisable and unexercised on the date of your death or Disability, subject to any other limitation on exercise in effect at the date of exercise. Your transfer from one corporation to another among the Corporation and any of its Subsidiaries shall not be a termination of your services for purposes of this Option. If you become an employee of the Optionee's servicesCorporation or any of its Subsidiaries, then the later of your termination of services as an employee or if you are discharged for cause, consultant to the Corporation or any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder of its Subsidiaries shall be exercised by your legal representative if you should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason treated as a termination of death of any such person written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all services for purposes of the Plan, the term "for cause" shall mean "cause" as defined in the Planthis Option.

Termination of Services. If your service is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of your services service with the Company, to the extent not theretofore exercised, your Option shall continue to be valid; provided, however, that: (i) If the Participant’s service is terminated by dismissal by the Company other than for cause (as defined below), disability (as described in Section 22(e) of the Code) or death Participant shall die while in the employ of the Company or during the one (1) year period, whichever is applicable, specified in clause (ii) below and at a time when such Participant was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Participant or their legal representative of such Participant, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Participant, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of any or all of such number of Shares specified by the Administrator in such Option; and (ii) If the services service of any Participant to whom such Option shall have been granted shall terminate by reason of the Participant's retirement (at such age upon such conditions as shall be specified by the Board of Directors), disability (as described in Section 22(e) of the Code) or dismissal by the Company other than for cause (as defined below), and while such Participant is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, such Participant shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of any or all of such number of Shares as specified by the Administrator in such Option, at any time up to one (1) year from the date of termination of the Optionee's services service by reason of retirementretirement or dismissal other than for cause or disability, provided, that if the Optionee dies within such twelve (12) month period, subclause (i) above shall apply. (b) If you voluntarily terminate your services, Participant shall have the right to exercise such Option that has vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee's servicesservice, or if you are discharged for cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by your legal representative if you should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of the Plan, the term "for cause" shall mean "cause" as defined in the PlanPlan or your service agreement with the Company.