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the section entitled Vesting and Exercisability of Options as if your employment had not terminated.
● You will have until the earlier of (i) the three (3) year anniversary of your termination of employment and (ii) the Expiration Date referred to below to exercise your vested Options.
● For purposes of these Option Terms and Conditions, Retirement Date means: [ ]
In the event your termination of employment is due to a Termination for Cause:
● You shall forfeit all of your Options immediately as of the date of such Termination for Cause, whether vested or unvested, and neither you, nor your estate, shall be entitled to exercise such Options nor receive any payment with respect to such Options.
For purposes of these Option Terms and Conditions, Good Reason has the meaning set forth in any employment or service agreement between you and the Employer or, if no such agreement exists, means any of the following actions taken without your written consent: (i) a material breach by Employer of any applicable employment agreement between you and Employer; or (ii) a requirement for you to be based in and primarily render services in a location other than your primary place of business as of the Grant Date. Notwithstanding the foregoing, your resignation will be for Good Reason only if (x) you notify Employer in writing within twenty (20) days following the occurrence of the circumstance giving rise to your assertion of Good Reason, (y) Employer fails to reasonably cure such grounds within twenty (20) days after receiving such written notice, and (z) you actually resign by notifying Employer in writing within twenty (20) days following the end of such cure period.
For purposes of these Option Terms and Conditions, Cause has the meaning set forth in any employment or service agreement between you and the Employer or, if no such agreement exists, means any of the following actions, as determined in good faith by Employer: (i) a material breach by you of any applicable employment agreement between you and Employer or your willful failure to perform your duties, which breach or failure is not remedied within twenty (20) days after your receipt of written notice from your Employer specifying such a breach; (ii) your material violation of a provision of your Employers written policies provided or made available to you, including among others the applicable employee handbook, Standards of Business Conduct, the Policy Prohibiting Harassment, Discrimination, and Retaliation, the Insider Trading and Confidentiality Policy, and the Electronic Communications Policy, which violation is not remedied, if remedy is possible, within twenty (20) days after your receipt of written notice from your Employer specifying such violation; (iii) use or possession of illegal drugs during working hours or off duty if such off-duty use or possession affects the performance of duties or your Employers interests; (iv) embezzlement, theft, or other willful and material misappropriation by you of any Employers property; (v) your plea of guilty or nolo contendere to, or a conviction of, a felony; and/or (vi) any other conduct constituting cause under applicable law.
Any portion of the Options that is not exercised by the applicable date referred to above shall be forfeited and cancelled. In addition, for avoidance of doubt, in no event will the Options be exercisable following the Expiration Date referred to below.
Upon exercise, your vested Options shall be extinguished and such Options will no longer be considered to be held by you for any purpose.
In the event that your employment transfers from one business group, including corporate groups, to another business group, your Options will remain outstanding and eligible to vest and be exercisable.