Option, is, and has been at all times since the Grant Date, a Service Provider to or of the Company or any subsidiary of the Company as defined in Section 424 (f) of the Code (an Eligible Participant).
(c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this Option shall terminate three (3) months after such cessation (but in no event after the Final Exercise Date); provided that, this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment agreement, confidentiality and nondisclosure agreement, or other agreement between the Participant and the Company, the right to exercise this Option shall terminate immediately upon such violation.
(d) Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while the Participant is an Eligible Participant and the Company has not terminated such relationship for Cause (as defined below), this Option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee); provided that, this Option shall be exercisable only to the extent that this Option was exercisable by the Participant on the date of the Participants death or disability, and further provided that this Option shall not be exercisable after the Final Exercise Date.
(e) Termination for Cause. If, prior to the Final Exercise Date, the Participants status as a Service Provider is terminated by the Company for Cause (as such term is defined below), the right to exercise this Option shall terminate immediately upon the effective date of such termination. If the Participant is party to an employment agreement or other agreement with the Company that contains an applicable definition of cause, then the term Cause for purposes of this Agreement shall have the meaning ascribed to such term in such agreement. Otherwise, the term Cause for purposes of this Agreement shall mean the following: (i) Participants willful failure to perform Participants duties; (ii) Participants gross negligence or willful misconduct in the execution of Participants duties; (iii) Participants failure or refusal to comply with the Companys policies, procedures, practices, or directions; (iv) Participants conviction of, or guilty plea as to, a felony or any crime involving fraud, misappropriation, or misrepresentation; or (v) Participants breach (and subsequent failure to cure upon applicable notice) of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company, as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participants resignation, that discharge for cause was warranted.
4. Bylaws; General Restrictions on Transfer.
The Participant acknowledges and agrees that the Shares are subject to the provisions of the Companys Bylaws, as amended from time to time (the Bylaws), including without limitation, any restrictions on transfer described in the Bylaws. The Participant may inspect the Bylaws at the Companys principal office.
5. Rights of First Refusal.
(a) If Participant proposes to sell, pledge or otherwise transfer any Shares acquired upon exercise of this Option (the Exercise Shares), the Company shall have the right to repurchase the Exercise Shares under the terms and subject to the conditions set forth in this Section 5 (the Right of First Refusal).