fractional Option Share resulting from the application of the vesting schedule shall be aggregated and the Option Share resulting from such aggregation shall vest on the final Vesting Date.
(a)Generally. Except as otherwise provided herein, if the Participant’s employment with, membership on the board of directors, or engagement to provide services to the Company or any of its Affiliates terminates for any reason, the unvested portion of the Option shall be canceled immediately and the Participant shall have no rights with respect to the Option Shares subject to such unvested portion.
(b)Death or Disability. Notwithstanding anything to the contrary in Section 3, if the Participant’s employment with, membership on the board of directors, or engagement to provide services to the Company or any of its Affiliates terminates due to the Participant’s death or Disability, any unvested portion of the Option shall become fully vested as of the date of such termination, which shall be the final Vesting Date. (c)The term “Retirement” shall mean, unless otherwise defined in a Superseding Agreement or in a Resolution, the termination of a Participant’s employment with the Company or its Affiliates after the Participant has attained the age of 55 years and the Participant has stated at the time of resignation, in writing, his or her intention to leave the Company’s industry or to leave the general workforce. Notwithstanding the foregoing, the term “Retirement” shall not apply to any Participant whose employment is terminated with Cause or to any Participant who is solely a director or consultant. In the event that the Participant accepts full-time or part-time employment during the one-year period following the Participant’s employment termination date, the Participant’s termination will be deemed, for all purposes hereunder, to have been a voluntary resignation, and not a termination upon Retirement.
(a)In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant (such ten-year period, the “Option Period”); provided, that if the Option Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s securities trading policy (or Company-imposed “blackout period”), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition (but not to the extent that any such extension would otherwise violate Section 409A of the Code).
(b)If, prior to the end of the Option Period, the Participant’s employment with, or engagement to provide services to, the Company and all Affiliates is terminated without Cause or by the Participant for any reason, then the Option shall expire on the earlier of the last day of the Option Period and the date that is 90 days after the date of such termination; provided, however, that if the Participant’s employment or engagement to provide services to the Company and its Affiliates is terminated and the Participant is subsequently rehired or reengaged by the Company or any Affiliate within 90 days following such termination and prior to the expiration of the Option, the Participant shall not be considered to have undergone a termination of employment or service, as applicable. In the event of a termination described in this subsection