Termination of the Options. Optionee irrevocably agrees that effective as of the Closing, Optionee hereby cancels, forfeits and surrenders all right, title or interest in or to the Options or any equity of the Company purportedly purchasable upon exercise of the Options (but excluding any Common Stock previously purchased upon exercise of all or part of the Options), and the Options will thereupon be cancelled and terminated and treated as described in this Section 1. Effective as of the Closing, (i) each Option then held by Optionee (whether or not vested) that has a per share exercise price less than the amount to be paid per share of Common Stock to holders thereof (“Per Share Amount”) as a result of the Closing (“In the Money Options”) will be cancelled in exchange for a cash payment to be made on or as soon as practicable after the Closing Date in an amount equal to the product of (A) the excess of the Per Share Amount over such per share exercise price times (B) the number of shares of Common Stock subject to such In the Money Options (whether or not vested) immediately prior to such cancellation, and (ii) each Option then held by Optionee that has a per share exercise price that equals or exceeds the Per Share Amount will be cancelled in exchange for no consideration. Amounts payable under this Section 1 will be subject to the deductions and withholdings for taxes set forth in the Transaction Agreement.
Termination of the Options a. Termination of Options in General. Subject to subsections (b) --------------------------------- - (c) of this Section, the Option granted hereby shall terminate and the Option shall no longer be exercisable after of December 31, 2003.
Termination of the Options. Notwithstanding anything else to -------------------------- the contrary in this Agreement, the Options will expire and terminate immediately upon the Option Termination Date and thereafter will be void and of no force and effect.
Termination of the Options a. Termination of Options in General. Subject to subsections (b) --------------------------------- - (c) of this Section, the Option granted hereby shall terminate and the Option shall no longer be exercisable after the earlier of December 31, 2006 or one year after the date of termination of employment, except in the case of death or disability.
Termination of the Options. 6.1 Except as otherwise stated in this Agreement, the Options, to the extent not previously exercised, shall terminate forthwith upon the earlier of: (i) the date set forth in Appendix B; or (ii) the expiration of any extended period in any of the events set forth in Section 3.4 above (and such earlier date shall be hereinafter referred to as the "Expiration Date").
6.2 Without derogating from the above, the Board may, with the prior written consent of the Optionee, from time to time cancel all or any portion of the Options then subject to exercise, and the Company's obligation in respect of such Options may be discharged by (i) payment to the Optionee of an amount in cash equal to the excess, if any, of the fair market value of the Option Shares pertaining to such canceled Options, at the date of such cancellation, over the aggregate purchase price of such Option Shares, (ii) the issuance or transfer to the Optionee of Shares, or other securities of the Company, with a fair market value at the date of such transfer equal to any such excess, or (iii) a combination of cash and Shares (or other securities) with a combined value equal to any such excess, all determined by the Board in its sole discretion.
Termination of the Options. 5.1 Except as otherwise stated in this Agreement, the Options, to the extent not previously exercised, shall terminate forthwith upon the earlier of:
(i) the date set forth in Section 2; or
(ii) the expiration of any extended period in any of the events set forth in Section 3.4 above (and such earlier date shall be hereinafter referred to as the "Expiration Date").
5.2 Without derogating from the above, the Committee may, with the prior written consent of the Optionee, from time to time cancel all or any portion of the Options then subject to exercise, and the Company's obligation in respect of such Options may be discharged by (i) payment to the Optionee of an amount in cash equal to the excess, if any, of the fair market value of the Option Shares pertaining to such cancelled Options (after deduction of any taxes or social security contributions due, if any), at the date of such cancellation, over the aggregate purchase price of such Option Shares, (ii) the issuance or transfer to the Optionee of Shares, or other securities of the Company, with a fair market value at the date of such transfer equal to any such excess, or (iii) a combination of cash and Shares (or other securities) with a combined value equal to any such excess, all determined by the Committee at its sole discretion.
Termination of the Options. Whether or not exercisable or scheduled to become exercisable, the Options will terminate as provided in Section 5 of the Plan; provided that the Performance Options will terminate no later than a Bauble Investors Liquidity Event to the extent the Target Performance Goal or Stretch Performance Goal, as applicable, is not achieved at such time, or was not previously achieved.
Termination of the Options. The Board may, at any time, in its absolute discretion, without amendment to this Agreement, terminate the Options then outstanding, whether or not exercisable, provided, however, that the Company, in full consideration of such termination, pays to the Executive an amount in cash for each such Option equal to either (i) if
Termination of the Options. The Options shall terminate on the earliest of:
(a) immediately upon termination of your employment if for Cause;
(b) immediately upon termination of your employment for any reason as to the portion of any Option that did not vest prior to or upon the date of such termination;
(c) the 91st day following the date of termination of your employment, other than for Cause, death, Total Disability (as defined in your Employment Agreement) or other than under circumstances entitling you to severance benefits under Section 4.3 of your Employment Agreement;
(d) the 181st day following the date of termination of your employment under circumstances entitling you to severance benefits under Section 4.3 of your Employment Agreement;
(e) the first anniversary of the date of termination of your employment by reason of your death or Total Disability;
(f) as to any Performance Option, the date of a Bauble Investors Liquidity Event to the extent the Target Performance Goal or Stretch Performance Goal, as applicable, is not achieved at such time, or was not previously achieved;
(g) the seventh anniversary of the date hereof; and
(h) cancellation, termination or expiration of the Options pursuant to action taken by the Option Committee in accordance with Section 7 of the Plan. Notwithstanding the forgoing, following a Change of Control, paragraphs 5(c), (d) and (e) above shall be inapplicable.
Termination of the Options. On the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any of the Unitholders, all outstanding Options shall be automatically terminated, cancelled and extinguished and converted into, and from and after the Effective Time, shall represent only, the right to receive an amount in cash equal to (i) the result of (A) the portion of the Estimated Closing Payment corresponding to the Company Unit underlying such Option (determined in accordance with the Distribution Principles) minus (B) the exercise price of such Option (with respect to an Optionholder, such Optionholder’s “Closing Optionholder Payment Amount” and the aggregate of all Closing Optionholder Payment Amounts, the “Aggregate Option Closing Consideration”), less all applicable withholding Taxes and other authorized deductions, and (ii) the applicable percentage (as determined by the Representative based on the Distribution Principles) of any Future Distribution Amount, less all applicable withholding Taxes and other authorized deductions. As soon as practicable, and in any event within three Business Days, following the Closing, the Company shall cause to be paid to each Optionholder, through the payroll system of the applicable Subsidiary of the Company, such Optionholder’s Closing Optionholder Payment Amount.
