Termination Period. In the event that Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in no event shall this Option be exercised later than the Term/Expiration Date as provided above. In addition, the Option may be subject to earlier termination as provided in Section 16(c) of the Plan.
Appears in 4 contracts
Samples: Stock Option Award Agreement (Amkor Technology, Inc.), Stock Option Award Agreement (Amkor Technology, Inc.), Stock Option Award Agreement (Amkor Technology Inc)
Termination Period. In the event that Participant ceases to be Following a termination of Optionee’s status as a Service Provider, the portion Option shall remain outstanding and exercisable (to the extent vested) for a period of thirty (30) days following such termination, provided that (i) if Optionee’s employment with the Company is terminated without Cause prior to both a Change of Control and the fourth anniversary of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of Vesting Commencement Date, the Option that is vested shall remain outstanding, eligible to vest in accordance with the last proviso in the Vesting Schedule above, and exercisable as (to the extent vested) for a period of the date of one hundred twenty (120) days following such cessation shall remain exercisable termination, (except as otherwise provided below): (xii) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of ParticipantOptionee’s status as a Service Provider (other than upon Participant’s death or Disability) would result is terminated for Cause at any time, the Option shall terminate and be forfeited in liability under Section 16(b), then the vested portion full as of the Option will terminate start of business on the earlier date of (A) Optionee’s termination, without regard to the Term/Expiration Date Option’s vested status, or (Biii) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participantif Optionee’s status as a Service Provider (other than upon Participantis terminated due to Optionee’s death or Disabilitytotal and permanent disability (within the meaning of Section 22(3)(3) would be prohibited of the Code) at any time solely because time, the issuance Option shall remain outstanding and exercisable (to the extent vested) for a period of Shares would violate six months following such termination (and, in the registration requirements under case of Optionee’s death, shall be exercisable by Optionee’s estate or by a person who acquires the Securities Actright to exercise the Option by bequest or inheritance). Notwithstanding the foregoing, then (x) except as expressly provided in the vested Vesting Schedule above with respect to a Change of Control following a termination of Optionee’s employment without Cause, in no event shall any portion of the Option will terminate on vest following termination of Optionee’s status as a Service Provider, and (y) in no event shall any portion of the earlier of (A) Option be exercisable after the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in no event shall this Option be exercised later than the Term/Expiration Date as provided stated above. In addition, the Option may be subject to earlier termination as provided in Section 16(c) of the Plan.
Appears in 3 contracts
Samples: Stock Option Agreement (Demand Media Inc.), Stock Option Agreement (Demand Media Inc.), Stock Option Agreement (Demand Media Inc.)
Termination Period. In the event that Participant ceases to be a Service ProviderProvider for any reason, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the later of (i) twenty-four (24) months after the termination of the Participant’s status as a Service Provider or (ii) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the later of (i) twenty-four (24) months after the termination of the Participant’s status as a Service Provider or (ii) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in no event shall this Option be exercised later than the Term/Expiration Date as provided above. In addition, the Option may be subject to earlier termination as provided in Section 16(c) of the Plan.
Appears in 3 contracts
Samples: Outside Director Nonstatutory Stock Option Award Agreement (Amkor Technology, Inc.), Outside Director Stock Option Award Agreement (Amkor Technology, Inc.), Outside Director Stock Option Award Agreement (Amkor Technology, Inc.)
Termination Period. In the event that of cessation of Participant’s status as a Service Provider, this Option will be exercisable, to the extent vested, for a period of thirty (30) days after Participant ceases to be a Service Provider, the portion of the Option that unless such termination is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined death or Disability, in which case the Plan)) or due Option will be exercisable, to his termination by the Company for any reasonextent vested, for three a period of six (36) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing sentence, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the above and this Option may be subject to earlier termination as provided in Section 16(c) 14 of the Plan.. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement, and fully understands all provisions of the Plan, this Option, and the Option Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Option Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT TRANSPHORM, INC. Signature Signature Print Name Print Name Title Address:
Appears in 2 contracts
Samples: Stock Option Agreement (Transphorm, Inc.), Stock Option Agreement (Transphorm, Inc.)
Termination Period. In the event that Participant ceases to be a Service Provider, the portion of the This Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and exercisable, to the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reasonextent vested, for three (3) months after Participant ceases to be a Service Provider; (y) if , unless such termination is due to Participant’s death or Disability. If Participant ceases to be a Service Provider due to his Participant’s death or Disability, this Option shall be exercisable, to the extent vested, for twenty-four twelve (2412) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement. Notwithstanding the foregoing, for twenty-four (24) months following Participant’s Retirement. If in the exercise of the Option following the termination of event that Participant’s status as a Service Provider is terminated by the Company (other than or any of its Parents or Subsidiaries, as applicable) for Cause, this Option shall terminate immediately upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because status. Further, and notwithstanding the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the above and this Option may be subject to earlier termination as provided in Section 16(c) 15 of the Plan.. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and the Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Option Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address indicated below. PARTICIPANT TENON MEDICAL, INC. Xxxxx Xxx Xxxx Chief Financial Officer
Appears in 2 contracts
Samples: Stock Option Agreement (Tenon Medical, Inc.), Stock Option Agreement (Tenon Medical, Inc.)
Termination Period. In The Option, to the event that extent vested in accordance with the above schedule or pursuant to any vesting acceleration provision as of the date Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall will be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable for ninety (except as otherwise provided below): (x90) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months days after Participant ceases to be a Service Provider; , unless such termination of Service (yas defined below in Section 3 of Exhibit A) if Participant ceases to be a Service Provider is due to his Participant’s death or DisabilityDisability (as defined below in Section 3 of Exhibit A), in which case the Option will be exercisable for twenty-four six (246) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement. Provided, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryhowever, in no event shall this may the Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) Sections 14 or 15 of the Plan.. Notwithstanding the foregoing, if the Company terminates Participant’s Service for Cause (as defined in below in Section 3 of Exhibit A), the Option, whether not vested, shall be immediately terminated and may not be exercised effective as of the date Participant ceases to be a Service Provider. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: THESTREET, INC. Signature By Print Name Title
Appears in 2 contracts
Samples: Stock Option Award Agreement (Thestreet, Inc.), Stock Option Award Agreement (Thestreet, Inc.)
Termination Period. In the event that Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable Company (except as otherwise provided below): (xor any parent or subsidiary) if Participant ceases to be a Service Provider due to Participantterminates Optionee’s resignation for any reason (Employment other than Retirement for “Cause” (as such term is defined in the PlanSeverance and Change of Control Agreement), or Optionee terminates his Employment for “Good Reason” (as such term is defined in the Severance and Change of Control Agreement), or Optionee’s Employment is terminated for “Disability” (as such term is defined in the Severance and Change of Control Agreement) or due to his termination by death, the Company Option shall remain outstanding for any reason, for three a period of twelve (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (2412) months following Participantsuch termination of Employment. In the event Optionee’s Retirement. If Employment with the exercise of Company (or any parent or subsidiary) terminates for any other reason, the Option shall remain outstanding for a period of ninety (90) days following the such termination of Participant’s status Employment. The Option may be exercised during the twelve (12)-month or ninety (90)-day period, as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b)applicable, then for the number of Shares for which Optionee is vested portion at the time of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of ParticipantEmployment after taking into account any vesting acceleration provided for in this Agreement or Optionee’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because Offer Letter and the issuance Severance and Change of Shares would violate the registration requirements under the Securities ActControl Agreement. In no event, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryhowever, in no event shall this Option be exercised later than the Term/Expiration Date as provided above. In addition, To the extent the Optionee is not vested with respect to the Option may be subject to earlier on the date of such termination as (after taking into account any vesting acceleration provided for in Section 16(c) this Agreement or Optionee’s Offer Letter and the Severance and Change of Control Agreement), such unvested portion of the PlanOption shall be forfeited on such termination date, and shall not be exercisable.
Appears in 2 contracts
Samples: Stock Option Agreement (Phoenix Technologies LTD), Stock Option Agreement (Phoenix Technologies LTD)
Termination Period. In This Option shall be exercisable, to the event that extent vested, for [ ] after Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): unless (x) if Participant ceases to be a Service Provider such cessation is due to Participant’s resignation for any reason (other than Retirement (as defined Disability, in which case this Option shall be exercisable, to the Plan)) or due to his termination by the Company for any reasonextent vested, for three (3) months [ ] after Participant ceases to be a Service Provider; , or (y) if Participant ceases to be a Service Provider such cessation is due to his Participant’s death or DisabilityParticipant dies within three (3) months following such date of cessation, in which case this Option shall be exercisable, to the extent vested, for twenty-four (24) months [ ] after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing sentence, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the above and this Option may be subject to earlier termination as provided in Section 16(c) 15 of the Plan.. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and the Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Option Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address indicated below. PARTICIPANT AXXXXX PHARMA, INC. Signature Signature Print Name Print Name Title Residence Address:
Appears in 1 contract
Termination Period. In the event that Participant ceases to be Except as otherwise provided in a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of Separate Agreement: If on the date of such cessation shall remain exercisable grant, Participant was (except as otherwise provided below): a) a member of the Company’s board of directors (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)“Board”) or due to his termination (b) an employee of the Company that was designated by the Company Board as an “officer” for any reasonthe purposes of Section 16 of the Securities Exchange Act of 1934 (a “Section 16 Officer”), this Option will be exercisable for three twelve (312) months after Participant ceases to be a Service Provider; , unless such termination is due to Participant’s death, Disability, or Cause. If on the date of grant, Participant was a Service Provider to the Company but was not a Section 16 Officer or a member of the Board, this Option will be exercisable for thirty (y30) if days after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death, Disability, or Cause. If Participant ceases to be a Service Provider due to his death or as a result of the Participant’s Disability, this Option will be exercisable for twenty-four six (246) months after Participant ceases to be a Service Provider; and (z) if . If Participant ceases to be a Service Provider due as a result of Participant’s death, or in the event of Participant’s death within one (1) month following the date Participant ceases to Retirementbe a Service Provider, this Option will be exercisable for twenty-four twelve (2412) months following from the earlier of the date of Participant’s Retirementdeath or the date Participant ceases to be a Service Provider. If Participant ceases to be a Service Provider as a result of Participant’s termination for Cause, this Option will immediately terminate and cease to be exercisable. In the exercise of the Option following the termination of event Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b)is suspended pending investigation of whether such status shall be terminated for Cause, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination all of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would rights under this Option, including the right to exercise this Option, shall be prohibited at any time solely because suspended during the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirementsinvestigation period. Notwithstanding anything contained herein to the contraryforegoing, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c15(c) of the Plan.. Date:___________ By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Agreement, all of which are made a part of this document. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT VIRNETX HOLDING CORPORATION Signature By «Name» Print Name Title Address: Date:___________
Appears in 1 contract
Termination Period. In the event that Participant ceases to be of cessation of Participant’s status as a Service Provider, this Option will be exercisable, to the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reasonextent vested, for a period of three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider , unless such termination is due to his Participant’s death or Disability, in which case the Option shall be exercisable, to the extent vested, for twenty-four a period of twelve (2412) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing sentence, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the above and this Option may be subject to earlier termination as provided in Section 16(c) and 13 of the Plan.. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan, this Option and the Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Option Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT REALNETWORKS, INC. Signature Signature Print Name Print Name Title Address:
Appears in 1 contract
Termination Period. In The Option, to the event that extent vested in accordance with the above schedule or pursuant to any vesting acceleration provision as of the date Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall will be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable for ninety (except as otherwise provided below): (x90) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months days after Participant ceases to be a Service Provider; , unless such termination of Service (yas defined below in Section 3 of Exhibit A) if Participant ceases to be a Service Provider is due to his Participant’s death or DisabilityDisability (as defined below in Section 3 of Exhibit A), in which case the Option will be exercisable for twenty-four six (246) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement. Provided, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryhowever, in no event shall this may the Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) Sections 14 or 15 of the Plan.. Notwithstanding the foregoing, if the Company terminates Participant’s Service for Cause (as defined in below in Section 3 of Exhibit A), the Option, whether not vested, shall be immediately terminated and may not be exercised effective as of the date Participant ceases to be a Service Provider. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: THESTREET, INC. /s/Hxxxxxx Mars Lxxxx Kramer_____________________ Signature By Hxxxxxx Mars Chairman & CEO____________ Print Name Title
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Termination Period. In the event that Participant ceases to This Option may be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, exercised for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his . Upon the death or DisabilityDisability of Participant, this Option may be exercised for twenty-four twelve (2412) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be . Upon a Service Provider due to Participant’s Retirement, the Option will remain exercisable for twenty-four twelve (2412) months following Participant’s Retirement. If the exercise of the an Option following the termination of Participant’s status as a Service Provider (other than upon the Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date Date, or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of the Participant’s status as a Service Provider (other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date Date, or (B) three (3) months after the last day on termination of the Participant’s status as a Service Provider during which the exercise of the Option would not be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in In no event shall this Option be exercised later than the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c15(c) of the Plan. Retirement means an Participant’s ceasing to be Service Provider on or after the date when the sum of (i) Participant’s age (rounded down to the nearest whole month), plus (ii) the number of years (rounded down to the nearest whole month) that Participant has provided services to the Company equals or is greater than seventy-five (75).
Appears in 1 contract
Samples: Stock Option Award Agreement (Amkor Technology Inc)
Termination Period. (a) In the event that Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due to Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)Retirement) or due to his termination by the Company or any Subsidiary for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the U.S. Securities Act of 1933, as amended (the “Securities Act”), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in no event shall this Option be exercised later than the Term/Expiration Date as provided above. In addition, the Option may be subject to earlier termination as provided in Section 16(c) of the Plan.
(b) For purposes of the Option, the Participant’s status as a Service Provider will be deemed terminated as of the date Participant is no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or other service agreement, if any) and such date will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where the Participant is providing service or the terms of Participant’s employment or other service agreement, if any). The Administrator shall have the exclusive discretion to determine when Participant is no longer actively provides services for purposes of the Option (including whether Participant may still be considered to be providing services while on a leave of absence).
Appears in 1 contract
Samples: Global Stock Option Award Agreement (Amkor Technology, Inc.)
Termination Period. (a) In the event that Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due to Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)Retirement) or due to his termination by the Company or any Subsidiary for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the U.S. Securities Act of 1933, as amended (the “Securities Act”), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in no event shall this Option be exercised later than the Term/Expiration Date as provided above. In addition, the Option may be subject to earlier termination as provided in Section 16(c) of the Plan.
(b) For purposes of the Option, the Participant's status as a Service Provider will be deemed terminated as of the date Participant is no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Participant is providing service or the terms of the Participant's employment or other service agreement, if any) and such date will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where the Participant is providing service or the terms of Participant's employment or other service agreement, if any). The Administrator shall have the exclusive discretion to determine when Participant is no longer actively provides services for purposes of the Option (including whether Participant may still be considered to be providing services while on a leave of absence).
Appears in 1 contract
Samples: Global Stock Option Award Agreement (Amkor Technology, Inc.)
Termination Period. In The Option will be exercisable until the event ninetieth (90th) day following the date on which Participant ceases to be a Service Provider, unless such cessation of Participant’s status as a Service Provider is due to Participant’s death or Disability, in which case the Option will be exercisable for twelve (12) months following the date on which Participant ceases to be a Service Provider as a result of Participant’s death or Disability. As stated above, unless Participant is on a leave of absence approved by the Company as set forth in Section 11 of the Plan, Participant’s status as a Service Provider will be considered terminated as of the date that Participant is no longer actively providing services for the Company or a Parent of Subsidiary of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is providing services or the terms of Participant’s employment or service agreement, if any) and, unless otherwise expressly provided in the Award Agreement or otherwise determined by the Company, Participant’s right to exercise the Option the Option will be measured from the date that Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirementsdescribed above. Notwithstanding anything contained herein to the contraryforegoing, in no event shall this may the Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) 13 of the Plan.. Cyan, Inc. 2013 EIP – Notice of Option – Non-US 2 By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and the Award Agreement, including the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A and the Country Addendum attached hereto as Exhibit B, all of which are made a part of this document. Participant acknowledges that he or she has reviewed the Plan and the Award Agreement, has had an opportunity to obtain the advice of counsel prior to executing this Notice of Stock Option Grant and fully understands all provisions of the Plan and the Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or the Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: CYAN, INC. Signature By Print Name Title Residence Address: Cyan, Inc. 2013 EIP – Notice of Option – Non-US 3
Appears in 1 contract
Termination Period. In Subject to the event that Participant ceases to following paragraph, this Option will be a Service Provider, exercisable for the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months following period after Participant ceases to be a Service Provider; : (yi) if in the event of the death of Participant ceases to be a during the period of continuous Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If status since the exercise date of grant of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death Option, or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) within three (3) months after the last day on which the exercise following termination of Participant’s continuous Service Provider status, the Option would may be exercised by Participant’s estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, at any time within nine (9) months following the date of death or, if earlier, the date Participant’s continuous Service Provider status terminated, (ii) in violation the event of termination of Parcipant’s continuous Service Provider status as a result of Participant’s Disability, Participant may exercise the Option at any time within six (6) months following such registration requirementstermination, or (iii) in the event of termination of Parcipant’s continuous Service Provider status for any reason other than Cause, death, or Disability, Participant may exercise the Option at any time within three (3) months following such termination. Notwithstanding anything contained herein to the contraryforegoing sentence, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) 14 of the Plan.. In the event of termination of Participant’s continuous Service Provider status for Cause, the Option (including, in the discretion of the Administrator, any vested portion thereof) shall immediately terminate in its entirety upon first notification to Participant of termination of Participant’s continuous Service Provider status for Cause. If Participant’s continuous Service Provider status is suspended pending an investigation of whether Participant’s continuous Service Provider status will be terminated for Cause, all of Participant’s rights under the Option, including the right to exercise the Option, shall be suspended during the investigation period. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan, any applicable Separate Agreement, and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement, and fully understands all provisions of the Plan and this Option Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and the Option Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT KODIAK SCIENCES INC. Signature Signature Print Name Print Name Title Address:
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Termination Period. In the event that Participant ceases to This Option may be a Service Provider, the portion exercised for ninety (90) days after Termination of the Option that is not vested Optionee’s employment with the Company or the Affiliated Company, as of such date shall be immediately forfeited with no consideration due Participant and the portion case may be. Upon the death or Disability of the Optionee, this Option that is vested and exercisable may be exercised for such longer period as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by . Except as provided in the Company for any reasonPlan, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in no event shall this Option shall be exercised no later than the Term/Expiration Date as provided above. In additionBy your signature and the signature of the Company’s representative below, you and the Company agree that this Option is governed by the terms and conditions of the Option Documents. You have reviewed the Option Documents in their entirety, had the opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understand all provisions of the Option Documents. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement. You further agree to notify the Company upon any change in the residence address indicated above. You acknowledge and agree that this Option and its vesting schedule does not constitute an express or implied promise of continued employment and shall not interfere in any way with your right or the Company’s right to terminate your employment as permitted under the Employment Agreement. Further, the benefits, if any, arising from your Option, shall not form any part of their wages, pay or remuneration or count as wages, pay or remuneration for pension fund or other purposes. In no circumstances shall you on ceasing to hold your office or employment be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan, which he might otherwise have enjoyed, whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise. By his/her signature below, the Optionee agrees that: This Option may be is granted subject to earlier termination as provided in Section 16(cthe Optionee returning to the applicable regional Human Resources Department (i.e., either Fremont or Suresnes) of this document completed and signed along with the Plan.following documents: ActivCard Corp. 2002 Stock Option Plan and the Terms and Condition (Part II), with Optionee’s initials on each page, the date and Optionee’s signature (preceded with the indicated handwritten mention) where indicated. Date: Date:
Appears in 1 contract
Termination Period. In the event that Participant ceases to be a Service Provider, the portion of the This Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and exercisable, to the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reasonextent vested, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Continuous Service, unless such termination is due to Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Continuous Service Provider (other than upon terminates due to Participant’s death or Disability) would , this Option shall be prohibited at any time solely because exercisable, to the issuance of Shares would violate the registration requirements under the Securities Actextent vested, then the vested portion of the Option will terminate on the earlier of for twelve (A) the Term/Expiration Date or (B) three (312) months after the last day on which the exercise of the Option would be in violation of such registration requirementsParticipant terminates Continuous Service. Notwithstanding anything contained herein to the contraryforegoing, in the event that Participant’s Continuous Service is terminated by the Company (or any of its Parents or Subsidiaries, as applicable) for Cause, this Option shall terminate immediately upon such termination of Participant’s Continuous Service. Further, and notwithstanding the foregoing, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the and this Option may be subject to earlier termination as provided in Section 16(c) 15 of the Plan.. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and the Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions relating to the Plan or this Option Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address indicated below. PARTICIPANT ENVOY MEDICAL, INC. Signature Signature Print Name Print Name Title Residence Address:
Appears in 1 contract
Termination Period. In This Option (to the event that Participant extent vested at the time Optionee ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall an Employee) may be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, exercised for three (3) months after Participant the later of (a) the date that Optionee ceases to be an Employee, or (b) the date that Optionee ceases to be a Service Provider; member of the Board. If Optionee’s status as an Employee or member of the Board terminates due to Optionee’s death or Disability, this Option (yto the extent vested at the time Optionee ceases to be an Employee) if Participant may be exercised for six (6) months after the later of (a) the date that Optionee ceases to be an Employee, or (b) the date that Optionee ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant member of the Board. At the time the Optionee ceases to be a Service Provider; and (z) if Participant an Employee, the Option shall terminate to the extent that it is not vested at such time. If, after the time that the Optionee ceases to be an Employee or a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise member of the Option following Board, Optionee does not exercise the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the then-vested portion of this Option within the time period specified above (three or six months, as applicable), the Option will shall terminate on at the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation end of such registration requirementsperiod. Notwithstanding anything contained herein to the contrary, in In no event shall this Option be exercised later than the Term/Expiration Date as provided above. In additionall cases, the this Option may be is subject to earlier termination as provided in accordance with Section 16(c) 12 of the Plan. For purposes of this Option, status as an Employee shall not be deemed to have terminated in the case of: (a) sick leave; (b) military leave; (c) any other leave of absence approved by the Board, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (d) in the case of transfers between locations of the Company or between the Company, its Parent or Subsidiaries or its successor.
Appears in 1 contract
Samples: Stock Option Agreement (Roxio Inc)
Termination Period. In the event that Participant ceases to This Option will be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; Provider (y) provided, however, that if Participant ceases to dies during such post-employment period, the Option may be a Service Provider exercised following the Participant’s death for one (1) year after Participant’s death), unless such termination is due to his Participant’s death or Disability, in which case this Option will be exercisable for twenty-four twelve (2412) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing sentence, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c14 of Exhibit A. If Participant does not wish to receive this Option and/or does not consent and agree to the terms and conditions on which the Option is offered, as set forth in this Agreement, including the Terms and Conditions of Stock Option, attached hereto as Exhibit A, then Participant must reject the Option by notifying the Company at Accuray Incorporated, Attention Stock Administration, 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000 no later than the fifteenth (15th) day of the Plan.month following the Date of Xxxxx, in which case the Option will be cancelled. Participant’s failure to notify the Company of his or her rejection of the Option within this specified period will constitute Participant’s acceptance of the Option and his or her agreement with all terms and conditions of the Option, as set forth in this Agreement, including the Terms and Conditions of Stock Option, attached hereto as Exhibit A. Participant has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Participant hereby agrees (i) to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Agreement, (ii) to notify the Company upon any change in my residence address, and (iii) to the extent required by Section 10 of Exhibit A, the sale of Shares to cover the Tax Withholding Obligations (and any associated broker or other fees) and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator’s express written consent. By: Title: Senior Vice President, Chief Financial Officer
Appears in 1 contract
Termination Period. In the event that Participant ceases to be a Service Provider, the portion of the You may exercise this Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a termination of your Continuous Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise Status except as set out in Section 5 of the Stock Option Agreement (but in no event later than the Expiration Date). You are responsible for keeping track of these exercise periods following the termination of Participant’s status as a your Continuous Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then Status for any reason. The Company will not provide further notice of such periods. Transferability: You may not transfer this Option. By your signature and the vested portion signature of the Company’s representative below, you and the Company agree that this Option will terminate on is granted under and governed by the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise terms and conditions of the Nutriband Inc. 2021 Stock Option following Plan and the termination Stock Option Agreement, both of Participant’s status as which are attached to and made a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance part of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in no event shall this Option be exercised later than the Term/Expiration Date as provided abovedocument. In addition, you agree and acknowledge that your rights to any Shares underlying this Option will be earned only as you provide services to the Company over time, that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause. Also, to the extent applicable, the Exercise Price Per Share has been set in good faith compliance with the applicable guidance issued by the IRS under Section 409A of the Code. However, there is no guarantee that the IRS will agree with the valuation, and by signing below, you agree and acknowledge that the Company shall not be held liable for any applicable costs, taxes, or penalties associated with this Option if, in fact, the IRS were to determine that this Option constitutes deferred compensation under Section 409A of the Code. You should consult with your own tax advisor concerning the tax consequences of such a determination by the IRS. You hereby appoint and constitute the Company’s Chief Executive Officer as your attorney and proxy with the full power of substitution and resubstitution, to the full extent of your rights, with respect to all voting capital stock of the Company owned by you as a result of exercising the Option, which proxy (the “Proxy”) shall be perpetual and irrevocable and coupled with an interest, to vote all shares of capital stock then held by you as a result of exercising the Option, in the manner consistent with the manner approved by holders of a majority of shares of Common Stock outstanding at any time and from time to time. You agrees to enter into any agreements, and execute and deliver any additional documents, as may be subject required by the Company’s Chief Executive Officer to earlier termination as provided in Section 16(cgive effect to the Proxy granted hereunder. NUTRIBAND INC. By: (Signature) of the Plan.Name: Title: Chief Executive Officer [Name] (Signature)
Appears in 1 contract
Termination Period. In This Option may be exercised for three months after Optionee ceases to be a Service Provider as defined in the event that Participant Plan. Upon the death or Disability of the Optionee, this Option may be exercised for twelve months after Optionee ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in In no event shall this Option be exercised later than the Term/Expiration Date. Exercise: -------- This Option is exercisable by delivery of an "Exercise Notice" to the Company's CFO. The Exercise Notice shall be accompanied by payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: cash; check; consideration received by the Company under a cashless option exercise program; surrender of Company common stock which in the case of shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender; or with the Plan Administrator's consent, delivery of Optionee's promissory note in a form agreeable to the Plan Administrator. OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. General: This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. The Plan, this Agreement and the Employment Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail; provided, however, that the definitions set forth under "Vesting Schedule" of this Agreement shall be used in lieu of any directly conflicting definition set forth in the Plan. If designated as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option ("NSO"). OPTIONEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT DOES NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. OPTIONEE: SONIC INNOVATIONS, INC. /s/ Xxxxx Xxxx -------------- By: /s/ Xxxxxx X. Xxxxxxxx ---------------------- Xxxxx Xxxx ---------- Xxxxxx Xxxxxxxx, President & CEO -------------------------------- Print Name Name and Title EXHIBIT B --------- SONIC INNOVATIONS, INC. (the "Company") 2000 STOCK PLAN (the "Plan") STOCK OPTION AGREEMENT (the "Agreement") Optionee: -------- Name: Xxxxx Xxxx Employee Social Security #: ###-##-#### You have been granted an option (the "Option") to purchase Common Stock of the Company (the "Shares"), subject to the terms and conditions of the Plan (which is incorporated herein by reference) and this Stock Option Agreement, as follows: Grant Number 799 Exercise Price per Share $ 4.20 Date of Grant January 2, 2002 Total Exercise Price $ 735,000.00 Vesting Commencement Date January 1, 2002 Type of Option X Incentive Stock Option --- Option Shares Granted 175,000 __ Nonstatutory Stock Option Expiration Date as provided above. In additionJanuary 2, the Option may be subject to earlier termination as provided in Section 16(c) of the Plan.2012
Appears in 1 contract
Termination Period. In The Option, to the event that extent vested in accordance with the above schedule or pursuant to any vesting acceleration provision as of the date Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall will be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable for ninety (except as otherwise provided below): (x90) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months days after Participant ceases to be a Service Provider; , unless such termination of Service (yas defined below in Section 3 of Exhibit A) if Participant ceases to be a Service Provider is due to his Participant’s death or DisabilityDisability (as defined below in Section 3 of Exhibit A), in which case the Option will be exercisable for twenty-four six (246) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement. Provided, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryhowever, in no event shall this may the Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) Sections 14 or 15 of the Plan.. Notwithstanding the foregoing, if the Company terminates Participant’s Service for Cause (as defined in below in Section 3 of Exhibit A), the Option, whether not vested, shall be immediately terminated and may not be exercised effective as of the date Participant ceases to be a Service Provider. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: THESTREET, INC. /s/Txxx Xxxxx Dxxxx Callaway_____________________ Signature By Txxx Xxxxx CEO____________ Print Name Title
Appears in 1 contract
Termination Period. In This Option shall be exercisable, to the event that extent vested, for [three (3)] months after Participant ceases to be a Service Provider, the portion of the Option that unless such termination is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if to Participant’s death or Disability. If Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in death or Disablity, this Option shall be exercisable, to the Plan)) or due to his termination by the Company for any reasonextent vested, for three [twelve (3) 12)] months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability. Notwithstanding the foregoing, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If in the exercise of the Option following the termination of event that Participant’s status as a Service Provider is terminated by the Company (other than or any of its Parents or Subsidiaries, as applicable) for Cause, this Option shall terminate immediately upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because status. Further, and notwithstanding the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the and this Option may be subject to earlier termination as provided in Section 16(c) 15 of the Plan.. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and the Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Option Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address indicated below. PARTICIPANT NUBURU, INC. Signature Signature Print Name Print Name Title Residence Address:
Appears in 1 contract
Termination Period. In This Option may be exercised for three months after Optionee ceases to be a Service Provider as defined in the event that Participant Plan. Upon the death or Disability of the Optionee, this Option may be exercised for twelve months after Optionee ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in In no event shall this Option be exercised later than the Term/Expiration Date. This Option is exercisable by delivery of an “Exercise Notice” to the Company’s CFO. The Exercise Notice shall be accompanied by payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: cash; check; consideration received by the Company under a cashless option exercise program; surrender of Company common stock which in the case of shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender; or with the Plan Administrator’s consent, delivery of Optionee’s promissory note in a form agreeable to the Plan Administrator. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. The Plan, this Agreement and the Employment Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail; provided, however, that the definitions set forth under “Vesting Schedule” of this Agreement shall be used in lieu of any directly conflicting definition set forth in the Plan. If designated as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”). OPTIONEE: SONIC INNOVATIONS, INC. /s/ KXXXX XXXX Kxxxx Xxxx By: /s/ AXXXXX X. XXXXXXXX Name: Kxxxx Xxxx Employee Social Security #: ###-##-#### You have been granted an option (the “Option”) to purchase Common Stock of the Company (the “Shares”), subject to the terms and conditions of the Plan (which is incorporated herein by reference) and this Stock Option Agreement, as follows: Grant Number 800 Exercise Price per Share $4.20 Date of Grant January 2, 2002 Total Exercise Price $735,000.00 Vesting Commencement Date January 1, 2002 Type of Option X Incentive Stock Option Option Shares Granted 175,000 Nonstatutory Stock Option Expiration Date as provided above. In additionJanuary 2, the Option may be subject to earlier termination as provided in Section 16(c) of the Plan.2012
Appears in 1 contract
Termination Period. In The Option will be exercisable until the event ninetieth (90th) day following the date on which Participant ceases to be a Service Provider, unless such cessation of Participant’s status as a Service Provider is due to Participant’s death or Disability, in which case the Option will be exercisable for twelve (12) months following the date on which Participant ceases to be a Service Provider as a result of Participant’s death or Disability. As stated above, unless Participant is on a leave of absence approved by the Company as set forth in Section 11 of the Plan, Participant’s status as a Service Provider will be considered terminated as of the date that Participant is no longer actively providing services for the Company or a Parent of Subsidiary of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is providing services or the terms of Participant’s employment or service agreement, if any) and, unless otherwise expressly provided in the Award Agreement or otherwise determined by the Company, Participant’s right to exercise the Option will be measured from the date that Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirementsdescribed above. Notwithstanding anything contained herein to the contraryforegoing, in no event shall this may the Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) 13 of the Plan.. Cyan, Inc. 2013 EIP – Notice of Option – US 2 By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and the Award Agreement, including the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A. Participant acknowledges that he or she has reviewed the Plan and the Award Agreement, has had an opportunity to obtain the advice of counsel prior to executing this Notice of Stock Option Grant and fully understands all provisions of the Plan and the Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or the Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: CYAN, INC. Signature By Print Name Title Residence Address: Cyan, Inc. 2013 EIP – Notice of Option – US 3
Appears in 1 contract
Termination Period. 1. In the event that Participant ceases to be a Service ProviderProvider for any reason, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due to Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the later of (i) twenty-four (24) months after the termination of the Participant’s status as a Service Provider or (ii) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the U.S. Securities Act of 1933, as amended (the “Securities Act”), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the later of (i) twenty-four (24) months after the termination of the Participant’s status as a Service Provider or (ii) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in no event shall this Option be exercised later than the Term/Expiration Date as provided above. In addition, the Option may be subject to earlier termination as provided in Section 16(c) of the Plan.
Appears in 1 contract
Samples: Global Outside Director Nonstatutory Stock Option Award Agreement (Amkor Technology, Inc.)
Termination Period. In Each Option, to the event extent vested on the date that Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall will be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider , unless such termination is due to his Participant’s death or Disability, in which case each Option will be exercisable for twenty-four twelve (2412) months after Participant ceases to be a Service Provider; and (z) if . Notwithstanding the foregoing, in the event that Participant ceases to be a Service Provider due to Retirementis terminated for Cause, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will Options shall immediately terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirementstermination and shall not be exercisable for any period following such date. Notwithstanding anything contained herein to the contrary, in In no event shall this Option may the Options be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) of the Plan. For purposes of the Options, Participant’s status as a Service Provider will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary of the Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, (i) Participant’s right to vest in the Options under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any); and (ii) the period (if any) during which Participant may exercise the Options after such termination of Participant as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s employment or service agreement, if any; the Administrator shall have the sole discretion to determine when Participant is no longer actively providing services for purposes of his or her Options (including whether Participant may still be considered to be providing services while on a leave of absence). For the avoidance of doubt, Participant shall have no right to any Deferred Options in the event that Participant ceases to be a Service Provider for any reason prior to the Date of Grant with respect to such Participant’s Deferred Options. Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated above.
Appears in 1 contract
Termination Period. In the event that Participant ceases to be of cessation of Participant’s status as a Service Provider, this Option will be exercisable, to the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reasonextent vested, for a period of three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider , unless such termination is due to his Participant’s death or Disability, in which case the Option shall be exercisable, to the extent vested, for twenty-four a period of twelve (2412) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing sentence, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the above and this Option may be subject to earlier termination as provided in Section 16(c) 14 of the Plan.. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan, this Option and the Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Option Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. Accepted on ###ACCEPTANCE_DATE### ###PARTICIPANT_NAME###, residing at ###HOME_ADDRESS### PACIFIC BIOSCIENCES OF CALIFORNIA, INC. 0000 X’Xxxxx Xxxxx Menlo Park, CA 94025 By: /s/ Xxxxxxxxx X. Xxxxx
Appears in 1 contract
Samples: Global Stock Option Agreement (Pacific Biosciences of California, Inc.)
Termination Period. In the event that Participant ceases to This Option will be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider , unless such termination is due to his Participant’s death or Disability, in which case this Option will be exercisable for twenty-four twelve (2412) months after Participant ceases to be a Service Provider; and . If such termination is without Cause or for Good Reason (zas defined in the Severance Plan) if Participant ceases to within six months before a Change of Control, or within the twelve months following a Change in Control, this Option shall be exercisable for a Service Provider due to Retirement, for twenty-four period of twelve (2412) months following Participant’s Retirement. If the exercise effective date of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirementstermination. Notwithstanding anything contained herein to the contraryforegoing, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, above and will terminate earlier consistent with the Option may be subject to earlier termination as provided provisions in Section 16(c) 15 of the Plan.. The terms “Cause”, “Good Reason”, “Change in Control,” and “Disability” shall have the meanings given to such terms in the Severance Plan. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Option is governed by the terms and conditions this Award Agreement, including the Terms and Conditions of Incentive Award Stock Option Grant, attached hereto as Exhibit A, the Plan and by each Superseding Agreement, all of which are made a part of this document. Participant has reviewed this Award Agreement, the Plan and the Severance Plan in their entirety, and has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Award Agreement, the Plan and the Severance Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Award Agreement, the Plan, the Severance Plan or any Superseding Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. /s/ Xxxxxx X. Xxxxxx /s/ Xxxxx Xxxxxxx Xxxxxx X. Xxxxxx Xxxxx Xxxxxxx, Chief Financial Officer
Appears in 1 contract
Samples: Incentive Award Stock Option Agreement (Organovo Holdings, Inc.)
Termination Period. In the event that Participant ceases to be of cessation of Participant’s status as a Service Provider, this Option will be exercisable, to the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reasonextent vested, for a period of three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider , unless such termination is due to his Participant’s death or Disability, in which case this Option will be exercisable, to the extent vested, for twenty-four a period of twelve (2412) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing sentence, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) 14 of the Plan.. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement, and fully understands all provisions of the Plan and this Option Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and the Option Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT AADI BIOSCIENCE, INC. Signature Signature Print Name Print Name Title Address:
Appears in 1 contract
Termination Period. In the event that Participant ceases to be a Service Provider, the portion of the This Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and exercisable, to the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reasonextent vested, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider , unless such cessation is due to his Participant’s death or Disability, in which case this Option shall be exercisable, to the extent vested, for twenty-four twelve (2412) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing sentence, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the above and this Option may be subject to earlier termination as provided in Section 16(c) 15 of the Plan.. By Participant’s signature or by Participant’s acceptance of the Option Agreement via the Company’s designated electronic acceptance procedures and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices and addenda attached hereto (including any Country Addendum and Restrictive Covenants Addendum), all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and the Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Option Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address indicated below. PARTICIPANT PAYMENTUS HOLDINGS, INC. Signature Signature Print Name Print Name Title Residence Address:
Appears in 1 contract
Termination Period. In The Option, to the event that extent vested in accordance with the above schedule or pursuant to any vesting acceleration provision as of the date Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall will be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable for ninety (except as otherwise provided below): (x90) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months days after Participant ceases to be a Service Provider; , unless such termination of Service (yas defined below in Section 3 of Exhibit A) if Participant ceases to be a Service Provider is due to his Participant’s death or DisabilityDisability (as defined below in Section 3 of Exhibit A), in which case the Option will be exercisable for twenty-four six (246) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement. Provided, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryhowever, in no event shall this may the Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) Sections 14 or 15 of the Plan.. Notwithstanding the foregoing, if the Company terminates Participant’s Service for Cause (as defined in below in Section 3 of Exhibit A), the Option, whether not vested, shall be immediately terminated and may not be exercised effective as of the date Participant ceases to be a Service Provider. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: THESTREET, INC. /s/Rxxxxx Xxxxxxxxx Lxxxx Kramer_____________________ Signature By Rxxxxx Xxxxxxxxx Chairman& CEO____________ Print Name Title
Appears in 1 contract
Termination Period. In the event that Participant ceases to be of cessation of Participant’s status as a Service Provider, this Option will be exercisable, to the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reasonextent vested, for a period of three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider , unless such termination is due to his Participant’s death or Disability, in which case this Option will be exercisable, to the extent vested, for twenty-four a period of twelve (2412) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing sentence, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) 14 of the Plan.. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement, and fully understands all provisions of the Plan and this Option Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and the Option Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT QUANTUMSCAPE CORPORATION Signature Signature Print Name Print Name Title Address:
Appears in 1 contract
Termination Period. In The Option, to the event that extent vested in accordance with the above schedule or pursuant to any vesting acceleration provision as of the date Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall will be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable for ninety (except as otherwise provided below): (x90) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months days after Participant ceases to be a Service Provider; , unless such termination of Service (yas defined below in Section 3 of Exhibit A) if Participant ceases to be a Service Provider is due to his Participant’s death or DisabilityDisability (as defined below in Section 3 of Exhibit A), in which case the Option will be exercisable for twenty-four six (246) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement. Provided, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryhowever, in no event shall this may the Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) Sections 14 or 15 of the Plan.. Notwithstanding the foregoing, if the Company terminates Participant’s Service for Cause (as defined in below in Section 3 of Exhibit A), the Option, whether not vested, shall be immediately terminated and may not be exercised effective as of the date Participant ceases to be a Service Provider. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: THESTREET, INC. /s/Mxxxxxxx XxXxxx Lxxxx Kramer_____________________ Signature By Mxxxxxxx XxXxxx Chairman& CEO____________ Print Name Title
Appears in 1 contract
Termination Period. In the event that Participant ceases to be of cessation of Participant’s status as a Service Provider, this Option will be exercisable, to the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reasonextent vested, for a period of three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider , unless such termination is due to his Participant’s death or Disability, in which case the Option shall be exercisable, to the extent vested, for twenty-four a period of twelve (2412) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing sentence, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the above and this Option may be subject to earlier termination as provided in Section 16(c) 14 of the Plan.. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan, this Option and the Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Option Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. Accepted on ###CurrentDate### ###ParticipantName###, residing at ###ParticipantAddress### PACIFIC BIOSCIENCES OF CALIFORNIA, INC. 1000 X’Xxxxx Xxxxx Menlo Park, CA 94025
Appears in 1 contract
Samples: Global Stock Option Agreement (Pacific Biosciences of California, Inc.)
Termination Period. In This Option may be exercised for three months after Optionee ceases to be a Service Provider as defined in the event that Participant Plan. Upon the death or Disability of the Optionee, this Option may be exercised for twelve months after Optionee ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in In no event shall this Option be exercised later than the Term/Expiration Date. This Option is exercisable by delivery of an “Exercise Notice” to the Company’s CFO. The Exercise Notice shall be accompanied by payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: cash; check; consideration received by the Company under a cashless option exercise program; surrender of Company common stock which in the case of shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender; or with the Plan Administrator’s consent, delivery of Optionee’s promissory note in a form agreeable to the Plan Administrator. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. The Plan, this Agreement and the Employment Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail; provided, however, that the definitions set forth under “Vesting Schedule” of this Agreement shall be used in lieu of any directly conflicting definition set forth in the Plan. If designated as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”). OPTIONEE: SONIC INNOVATIONS, INC. By: /s/ KXXXX XXXX By: /s/ AXXXXX X. XXXXXXXX Name: Kxxxx Xxxx Employee Social Security #: ###-##-#### You have been granted an option (the “Option”) to purchase Common Stock of the Company (the “Shares”), subject to the terms and conditions of the Plan (which is incorporated herein by reference) and this Stock Option Agreement, as follows: Grant Number 799 Exercise Price per Share $4.20 Date of Grant January 2, 2002 Total Exercise Price $735,000.00 Vesting Commencement Date January 1, 2002 Type of Option X Incentive Stock Option Option Shares Granted 175,000 __ Nonstatutory Stock Option Expiration Date as provided above. In additionJanuary 2, the 2012 This Option may be subject is granted pursuant to earlier termination as provided in Section 16(c4(b) of the Plan.Employment Agreement, dated as of January 10, 2002, by and between the Company and you (the “Employment Agreement”), and may be exercised, in whole or in part, in accordance with the following schedule: Your Shares will vest over seven years, the first 1/7 on the date of the first anniversary of the “Vesting Commencement Date,” with an additional 1/84th of the Shares vesting on each subsequent monthly anniversary of the Vesting Commencement Date. Notwithstanding the foregoing, (x) all of the then unvested portion of the Option shall become vested and exercisable immediately upon the earlier to occur of the following events, so long as such event occurs within two years of the Vesting Commencement Date: (i) such time as the closing sales price of the Company’s Common Stock on the Nasdaq National Market (or such other established stock exchange or national market system on which the Company’s Common Stock is listed) exceeds $10.00 per share for 30 consecutive trading days or (ii) the consummation of a Change of Control pursuant to which the holders of the Company’s Common Stock receive consideration having a fair market value (as determined by the Board) of not less than $10.00 per share and (y) if, on or within 12 months after January 1, 2002, your employment with the Company or your status as Chairman of the Board terminates due to (i) a voluntary termination by you for “Good Reason” (as defined below), where the grounds for the Good Reason are not cured within 30 days following receipt of written notice from you specifying the grounds, or (ii) an involuntary termination by the Company other than for “Cause” (as defined below), death or “Disability” (as defined below), then, subject to you executing and not revoking a standard form of mutual release of claims with the Company, 1/7 of the Shares shall vest and become immediately exercisable. For purposes of this Agreement, the following terms shall have the following meanings:
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Termination Period. In the event that Participant ceases to This Option will be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable for twelve (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (312) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider an Employee due to his termination by the Company without “Cause,” termination by the Participant with “Good Reason,” or as a result of the non-renewal of the “Employment Term” as provided in Section 2 of the Employment Agreement (and as each term is defined in the Employment Agreement). In addition, if such termination is due to Participant’s death or Disability, this Option will be exercisable for twenty-four twelve (2412) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirementsan Employee. Notwithstanding anything contained herein to the contraryforegoing, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) 14 of the Plan. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant agrees and certifies that Participant has not been previously employed in any capacity by the Company or a Subsidiary, or if previously employed, has had a bona-fide period of non-employment, and that the grant of this Option is an inducement material to Participant’s agreement to enter into employment with the Company or Subsidiary. Participant further agrees to notify the Company upon any change in the residence address indicated below. Further, the Participant acknowledges and agrees that (i) this Award Agreement may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument, (ii) this Award Agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an original signature for all purposes hereunder, and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Award Agreement is countersigned by the Participant. PARTICIPANT: SAREPTA THERAPEUTICS, INC. /s/ Xxxxxxx X. Xxxxxx /s/ M. Xxxxxxxx Xxxxxxx, Ph.D. Signature By: M. Xxxxxxxx Xxxxxxx, Ph.D. Xxxxxxx X. Xxxxxx Chairwoman of the Board Print Name Title Residence Address: On file in the records of the Company.
Appears in 1 contract
Samples: Performance Stock Option Award Agreement (Sarepta Therapeutics, Inc.)
Termination Period. In The Option, to the event that extent vested in accordance with the above schedule or pursuant to any vesting acceleration provision as of the date Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall will be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable for ninety (except as otherwise provided below): (x90) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months days after Participant ceases to be a Service Provider; , unless such termination of Service (yas defined below in Section 3 of Exhibit A) if Participant ceases to be a Service Provider is due to his Participant’s death or DisabilityDisability (as defined below in Section 3 of Exhibit A), in which case the Option will be exercisable for twenty-four six (246) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement. Provided, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryhowever, in no event shall this may the Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) Sections 15 or 16 of the Plan.. Notwithstanding the foregoing, if the Company terminates Participant’s Service for Cause (as defined in below in Section 3 of Exhibit A), the Option, whether not vested, shall be immediately terminated and may not be exercised effective as of the date Participant ceases to be a Service Provider. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: THESTREET, INC. Signature By Print Name Title
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Termination Period. In The Option, to the event that extent vested in accordance with the above schedule or pursuant to any vesting acceleration provision as of the date Participant ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall will be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable for ninety (except as otherwise provided below): (x90) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months days after Participant ceases to be a Service Provider; , unless such termination of Service (yas defined below in Section 3 of Exhibit A) if Participant ceases to be a Service Provider is due to his Participant’s death or DisabilityDisability (as defined below in Section 3 of Exhibit A), in which case the Option will be exercisable for twenty-four six (246) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement. Provided, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryhowever, in no event shall this may the Option be exercised later than after the Term/Expiration Date as provided above. In addition, the Option above and may be subject to earlier termination as provided in Section 16(c) Sections 14 or 15 of the Plan.. Notwithstanding the foregoing, if the Company terminates Participant’s Service for Cause (as defined in below in Section 3 of Exhibit A), the Option, whether not vested, shall be immediately terminated and may not be exercised effective as of the date Participant ceases to be a Service Provider. By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: THESTREET, INC. /s/Jxxxxxx Xxxxx Dxxxx Callaway_____________________ Signature By Jxxxxxx Xxxxx CEO____________ Print Name Title
Appears in 1 contract
Termination Period. In the event that Participant ceases to be a Service Provider, the portion of the This Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and exercisable, to the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reasonextent vested, for three (3) months after Participant ceases to be a Service Provider; (y) if , unless such cessation is due to Participant’s death or Disability. If Participant ceases to be a Service Provider due to his Participant’s death or Disability, this Option shall be exercisable, to the extent vested, for twenty-four six (246) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement. Notwithstanding the foregoing, for twenty-four (24) months following Participant’s Retirement. If in the exercise of the Option following the termination of event that Participant’s status as a Service Provider is terminated by the Company (other than or any of its Parents or Subsidiaries, as applicable) for Cause, this Option shall terminate immediately upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because status. Further, and notwithstanding the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contraryforegoing, in no event shall may this Option be exercised later than after the Term/Expiration Date as provided above. In addition, the above and this Option may be subject to earlier termination as provided in Section 16(c) 15 of the Plan.. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Exercise Notice, attached hereto as Exhibit B, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and the Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Option Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address indicated below. PARTICIPANT LA XXXX HOLDINGS CORP. Signature Signature Print Name Print Name Title Residence Address:
Appears in 1 contract
Termination Period. In the event that Participant ceases to be a Service Provider, the portion of the This Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant Optionee ceases to be a Service Provider (other than due to Optionee’s death, Disability or Misconduct). Upon Optionee’s death or Disability, this Option may be exercised for twelve (12) months after Optionee ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in In no event shall may Optionee exercise this Option be exercised later than after the Term/Expiration Date as provided above. In additionFor purposes of this Stock Option Agreement, Optionee shall not be considered a Service Provider during any period of notice of termination of employment, whether expressed or implied. Optionee’s shall no longer be a Service Provider on the date Optionee ceases active performance of services for the Company following the provision of such notification of termination or resignation from service and shall be determined solely by this Agreement and without reference to any other agreement, written or oral, including Optionee’s contract of employment. During the limited period of post-Service exercisability, this option may not be exercised in the aggregate for more than the number of vested Shares subject to the Option for which the Option is exercisable at the time the Optionee ceases to be a Service Provider. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Shares subject to the Option for which the Option has not been exercised. However, this Option shall, immediately upon Optionee’s ceasing to be a Service Provider for any reason, terminate and cease to be outstanding with respect to any Shares subject to the Option in which Optionee is not otherwise at that time vested or for which this option is not otherwise at that time exercisable. Notwithstanding the foregoing, should Optionee cease to be a Service Provider for Misconduct or should Optionee otherwise engage in Misconduct while this option is outstanding, then this Option shall terminate immediately and cease to remain outstanding. For purposes of this Stock Option Agreement, the Option may be subject to earlier termination as provided in Section 16(c) term “Misconduct” shall mean the commission of any act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of confidential information or trade secrets of the PlanCompany (or any Parent or Subsidiary), or any other intentional misconduct by Optionee adversely affecting the business or affairs of the Company (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Company (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of Optionee or any other individual in the service of the Company (or any Parent or Subsidiary).
Appears in 1 contract
Termination Period. (a) In the event that Participant ceases to be a Service ProviderProvider for any reason, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due to Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the later of (i) twenty-four (24) months after the termination of the Participant’s status as a Service Provider or (ii) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the U.S. Securities Act of 1933, as amended (the “Securities Act”), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the later of (i) twenty-four (24) months after the termination of the Participant’s status as a Service Provider or (ii) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in no event shall this Option be exercised later than the Term/Expiration Date as provided above. In addition, the Option may be subject to earlier termination as provided in Section 16(c16(d) of the Plan.
Appears in 1 contract
Samples: Global Non Employee Director Nonstatutory Stock Option Award Agreement (Amkor Technology, Inc.)
Termination Period. In This Option may be exercised for three months after Optionee ceases to be a Service Provider as defined in the event that Participant Plan. Upon the death or Disability of the Optionee, this Option may be exercised for twelve months after Optionee ceases to be a Service Provider, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in In no event shall this Option be exercised later than the Term/Expiration Date. Exercise: -------- This Option is exercisable by delivery of an "Exercise Notice" to the Company's CFO. The Exercise Notice shall be accompanied by payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: cash; check; consideration received by the Company under a cashless option exercise program; surrender of Company common stock which in the case of shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender; or with the Plan Administrator's consent, delivery of Optionee's promissory note in a form agreeable to the Plan Administrator. OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. General: This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. The Plan, this Agreement and the Employment Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail; provided, however, that the definitions set forth under "Vesting Schedule" of this Agreement shall be used in lieu of any directly conflicting definition set forth in the Plan. If designated as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option ("NSO"). OPTIONEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT DOES NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. OPTIONEE: SONIC INNOVATIONS, INC. /s/ Xxxxx Xxxx -------------- By: /s/ Xxxxxx X. Xxxxxxxx ---------------------- Xxxxx Xxxx ---------- Xxxxxx Xxxxxxxx, President & CEO -------------------------------- Print Name Name and Title EXHIBIT C --------- SONIC INNOVATIONS, INC. (the "Company") 2000 STOCK PLAN (the "Plan") STOCK OPTION AGREEMENT (the "Agreement") Optionee: -------- Name: Xxxxx Xxxx Employee Social Security #: ###-##-#### You have been granted an option (the "Option") to purchase Common Stock of the Company (the "Shares"), subject to the terms and conditions of the Plan (which is incorporated herein by reference) and this Stock Option Agreement, as follows: Grant Number 800 Exercise Price per Share $ 4.20 Date of Grant January 2, 2002 Total Exercise Price $ 735,000.00 Vesting Commencement Date January 1, 2002 Type of Option X Incentive Stock Option --- Option Shares Granted 175,000 __ Nonstatutory Stock Option Expiration Date as provided above. In additionJanuary 2, the Option may be subject to earlier termination as provided in Section 16(c) of the Plan.2012
Appears in 1 contract
Termination Period. In the event that Participant ceases to This option may be a Service Provider, the portion exercised for 90 days after termination of employment or consulting relationship except as set out in Sections 7 and 8 of the Stock Option that is not vested as of such date shall be immediately forfeited with no consideration due Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable Agreement (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant’s resignation for any reason (other than Retirement (as defined in the Plan)) or due to his termination by the Company for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to his death or Disability, for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant’s Retirement. If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant’s status as a Service Provider (other than upon Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, but in no event shall this Option be exercised later than the Term/Expiration Date Date). Exercise of this Option requires the execution and delivery by Optionee of the Exercise Notice for Vested Shares attached hereto as provided aboveExhibit B and each of the other documents referred to therein. In additionOPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THIS OPTION IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1997 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Company's 1997 Stock Option may be subject to earlier termination as provided in Section 16(c) Plan (the "Plan"), each of Exhibits A, B, C and D hereto and the GameFx Information Statement Describing the Transactions with Electronic Arts Inc. dated October 1, 1997 (the "Description of Transactions with EA"), and represents that he or she is familiar with the terms and provisions of the Plan, this Option, and such Exhibits. Optionee accepts this Option subject to all such terms and provisions. Optionee has reviewed the Plan, this Option and the Description of Transactions with EA in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. By your signature and the signature of the Company's representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and the Stock Option Agreement, and the other Exhibits hereto, all of which are attached and made a part of this document. OPTIONEE: GAMEFX, INC., a Delaware corporation 2 3 --------------------------------- By Signature --------------------------------- --------------------------------- Title Print Name ------------------------------ CONSENT OF SPOUSE The undersigned spouse of _________________ has read and hereby approves the terms and conditions of the Plan and this Option. In consideration of the Company's granting his or her spouse the right to purchase Shares as set forth in the Plan and this Option, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Option and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned's spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Option. ---------------------------------------- Spouse of Optionee
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Samples: Stock Option Agreement (THQ Inc)