Term; Forfeiture a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which are not vested on the date of the Participant’s Termination of Service, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; ii. 5 p.m. on the date which is twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability;
Term; Forfeiture a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that are not vested on the date of the Participant’s Termination of Service, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested on such date will terminate at the first of the following to occur:
i. 5 p.m. on the date the Option Period terminates;
ii. 5 p.m. on the date which is twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability;
iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein);
iv. 5 p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or
v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof.
b. For purposes hereof, “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s duties to the Company; (iv) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or (B) the performance of the Participant’s duties to the Company; or (v) the Participant’s refusal to perform or intentional disregard of, the Participant’s duties and responsibilities to the Company. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.
Term; Forfeiture a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which are not vested on the date of the Participant’s Termination of Service, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occur:
Term; Forfeiture a. Except as otherwise provided in this Agreement, the unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate and be forfeited at the first of the following to occur:
i. 5 p.m. on the date the Option Period terminates;
ii. 5 p.m. on the date which is one hundred eighty (180) days following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability;
iii. 5 p.m. on the date which is ninety (90) days from the date of the Participant’s Retirement;
iv. 5 p.m. on the date of the Participant’s Termination of Service by the Company for cause (as defined herein);
v. 5 p.m. on the date which is thirty (30) days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.;
vi. 5 p.m. on the date the Company causes any portion of the Option to be forfeited pursuant to Section 7 hereof.
vii. For purposes hereof, “cause” shall mean that the Participant shall have committed (i) an intentional material act of fraud or embezzlement in connection with his duties in the course of his employment with the Company; (ii) intentional wrongful material damage to property of the Company; or (iii) intentional wrongful disclosure of material secret processes or material confidential information of the Company. For the purposes of this Agreement, no act, or failure to act, on the part of the Participant shall be deemed “intentional” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.
Term; Forfeiture. In the event of Grantee’s termination of employment with the Company and its affiliates (a “Termination of Employment”) for any reason (including for cause) other than Grantee’s death, disability or retirement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee (or, in the event of Grantee’s subsequent death, by Grantee’s Heir (as defined below)) within three months following such Termination of Employment, but not thereafter. In the event that, as a result of such Termination of Employment, Grantee is eligible to receive severance benefits under any Company plan, program or severance agreement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee (or, in the event of Grantee’s subsequent death, by Grantee’s Heir (as defined below)) within twelve months following such Termination of Employment, but not thereafter. However, in no event shall the Option be exercisable after the fifth (5th) anniversary of the Grant Date. To the extent the Option is not vested on Grantee’s date of Termination of Employment, the Option shall automatically lapse and be canceled unexercised as of such date. In the event of Grantee’s Termination of Employment by reason of death, disability or retirement, as determined by the Committee in its sole discretion, the Option shall be fully vested on such date of termination and may be exercised by Grantee or, in the event of Grantee’s death, by the person to whom Grantee’s rights shall pass by will or the laws of descent and distribution (“Heir”), at any time within the two-year period beginning on Grantee’s Termination of Employment, but not thereafter. However, in no event shall the Option be exercisable after the fifth (5th) anniversary of the Grant Date.
Term; Forfeiture a. Except as otherwise provided in this Agreement, unexercised SARs that are unvested on the date of the Participant’s Termination of Service shall terminate on that date. Unexercised SARs that are vested shall terminate on the first to occur of the following:
Term; Forfeiture. Except as otherwise provided in this Agreement, the unexercised portion of this Stock Option that relates to Optioned Shares that are vested will terminate at the first to occur of the following:
a. 5 p.m. on the date the Option Period terminates; and
b. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof.
Term; Forfeiture. Except as otherwise provided in this Agreement, the portion of this Option that is not exercisable, or does not become exercisable, on the date of the Participant's Termination of Service, will, together with the related unvested Optioned Shares, expire, terminate, and be forfeited on that date. The exercisable portion of the Stock Option that relates to Optioned Shares that are or become vested on the date of the Participant's Termination of Service, will terminate and be forfeited at the first of the following to occur:
(a) 5 p.m. on the date the Option Period terminates;
(b) 5 p.m. on the date that is twelve (12) months following the Participant's Termination of Service by the Company for Cause; or
(c) 5 p.m. on the date that is twenty-four (24) months following the date of the Participant's Termination of Service for any reason other than by the Company for Cause, including a Termination of Service due to the Participant's death or disability, Termination of the Service by the Participant with or without Good Reason, and Termination of Service by the Company without Cause.
Term; Forfeiture a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which are not vested on the date of the Participant’s Termination of Service, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occur:
i. 5 p.m. on the date the Option Period terminates;
ii. 5 p.m. on the date which is six (6) months following the date of the Participant’s Termination of Service due to death;
iii. 5 p.m. on the date which is twelve (12) months following the date of the Participant’s Termination of Service due to the Participant’s Total and Permanent Disability or Retirement with the consent of the Administrator;
iv. 5 p.m. on the date which is ninety (90) days following the date of the Participant’s Termination of Service by the Company without Cause (as defined below);
v. immediately upon the Participant’s Termination of Service by the Company for Cause;
vi. 5 p.m. on the date which is ninety (90) days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.;
vii. 5 p.m. on the date which is twelve (12) months following the date of the Participant’s Retirement, and
Term; Forfeiture a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which are not vested on the date of the Optionee’s termination of service with the Group as an employee, independent contractor or member of the Board (“Termination of Service”), the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occur:
i. 5 p.m. on the date the Option Period terminates;
ii. 5 p.m. on the date which is six (6) months following the date of the Optionee’s Termination of Service due to death;
iii. 5 p.m. on the date which is twelve (12) months following the date of the Optionee’s Termination of Service due to the Optionee’s permanent and total disability (within the meaning of Section 22(e)(3) of the Code);
iv. 5 p.m. on the date which is ninety (90) days following the date of the Optionee’s Termination of Service by the Company without Cause (as defined below);
v. immediately upon the Optionee’s Termination of Service by the Company for Cause;
vi. 5 p.m. on the date which is ninety (90) days following the date of the Optionee’s Termination of Service for any reason not otherwise specified in this Section 4.a.;
vii. 5 p.m. on the date which is twelve (12) months following the date of the Optionee’s Retirement, or, solely to the extent any of the Optioned Shares are not vested as of the date twelve (12) months following the date of the Optionee’s Retirement, ninety (90) days after the date on which such Optioned Shares vest; and
viii. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. Any reference in this agreement to a specific time shall refer to the time zone in which a Optionee is residing as of the date in question.
b. For the purposes hereof, “Cause” shall mean, unless otherwise defined in an employment agreement with respect to the termination of the Optionee’s employment with the Company (in which case such cause definition and process shall apply in lieu of this paragraph), the occurrence of one or more of the following events, as determined by the Committee in its good faith: (i) misconduct or material failure or refusal to perform (other than by reason of disability or an approved leave of absence), or substantial negligence in the performance of, his or her duties and responsibilities to the Comp...
