Effect of Termination of Employment Clause Example with 6 Variations from Business Contracts

This page contains Effect of Termination of Employment clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates the Participant's employment or if the Company or an Affiliate of the Company terminates the Participant's employment for any reason other than Cause, Disability, Retirement or death, the Participant may exercise the Option at any time within ninety (90) days after such termination of employmen...t to the extent that the Option was exercisable by the Participant on the date of such termination, but not after the expiration of the term of the Option. -3- (b) If the Company or an Affiliate of the Company terminates the Participant's employment for Cause, the Option shall be terminated as of the date of termination of the Participant's employment. (c) If the Participant's employment is terminated by reason of Disability the restrictions on the Participant's ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. If the Participant's employment is terminated by reason of Disability, the Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If the Participant's employment is terminated by reason of Retirement, as long as such Retirement is on or after the Measurement Date, any Option Shares that vest and become exercisable under Section 2 will remain outstanding and exercisable until the expiration of the term of the Option. In addition, if the Participant's employment is terminated by reason of a Retirement prior to the Measurement Date that is consistent with the Company's succession plan for the Chief Executive Officer of the Company as mutually agreed upon in writing by the Compensation Committee and the Participant, then the Option Shares shall remain outstanding with the opportunity to vest in accordance with Section 2, and any vested Option Shares shall remain exercisable until the expiration of the term of the Option. The Participant may exercise all or any portion of the vested Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If the Participant shall die following any Retirement, the Option, to the extent vested, may be exercised at any time within 12 months after the later of the date of the Participant's death or the Measurement Date by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (e) If the Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on the Participant's (or his or her heirs') ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. The Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. -4- For purposes of this Agreement, "Retirement" shall mean the voluntary or involuntary termination of the Participant's employment for any reason other than Cause, Disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate and has attained age 55. For avoidance of doubt, if the Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement. View More
Found in H.B. Fuller Company contract

Variations of a "Effect of Termination of Employment" Clause from Business Contracts

Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates the Participant's employment or if the Company or an Affiliate of the Company terminates the Participant's employment for any reason other than Cause, Disability, Retirement or death, the Participant may exercise the Option at any time within ninety (90) days after such termination of employmen...t to the extent that the Option was exercisable by the Participant on the date of such termination, but not after the expiration of the term of the Option. -3- (b) If the Company or an Affiliate of the Company terminates the Participant's employment for Cause, the Option shall be terminated Except as of the date of termination of the Participant's employment. (c) If the Participant's employment is terminated by reason of Disability the restrictions on the Participant's ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. If the Participant's employment is terminated by reason of Disability, the Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated otherwise provided in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that Schedule A, the Option shall not be exercisable after exercised unless the expiration Participant is, at the time of the term exercise, an Employee and has been an Employee continuously since the date the Option was granted, subject to the following: (a) The Option shall not be affected by any change in the terms, conditions or status of the Option. (d) If Participant's employment, provided that the Participant's Participant continues to be an Employee. (b) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is terminated by reason on military or sick leave or other bona fide leave of Retirement, absence, provided that the period of such leave does not exceed ninety (90) days, or, if longer, as long as such Retirement is on or after the Measurement Date, any Option Shares that vest and become exercisable under Section 2 will remain outstanding and exercisable until the expiration of the term of the Option. In addition, if the Participant's right to reemployment is guaranteed either by statute or by contract. The employment is terminated by reason relationship of a Retirement prior to the Measurement Date that is consistent with the Company's succession plan for the Chief Executive Officer of the Company as mutually agreed upon in writing by the Compensation Committee and the Participant, then the Option Shares shall remain outstanding with the opportunity to vest in accordance with Section 2, and any vested Option Shares shall remain exercisable until the expiration of the term of the Option. The Participant may exercise all or any portion of the vested Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If the Participant shall die also be treated as continuing intact while the Participant is not in active service because of a Disability. (c) If the employment of the Participant is terminated because of death, the following any Retirement, shall apply: (i) the Option, to the extent vested, may be exercised at any time within 12 months after the later Option shall automatically fully vest effective as of the date of the Participant's death or death, (ii) the Measurement Date by Option must be exercised, if at all, prior to the personal representatives or administrators close of the Participant or Option Period (after which time the Option shall terminate) and (iii) the Option shall be exercisable by any beneficiary designated in a manner established by the Committee or such person or persons as shall have acquired the right to whom exercise the Option has been transferred by will or by the applicable laws of descent and distribution, subject to distribution. (d) If the condition that employment of the Participant terminates for Cause, his or her Option (regardless of whether vested or unvested) shall not lapse and no longer be exercisable after the expiration as of the term of the Option. his or her Termination Date. (e) If the Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on the Participant's (or his or her heirs') ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. The Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators employment of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. -4- For purposes of this Agreement, "Retirement" shall mean the voluntary or involuntary termination of the Participant's employment is terminated for any reason other than death or for Cause, Disability or death, after the provisions of Section 2(b) of Schedule A shall apply. (f) Subject to Section 5(b) above (and except as otherwise required under Code Section 409A and/or Code Section 422), for purposes of the Option, the Termination Date occurs on the date the Participant has completed at least ten years is no longer actively providing service to the Company or any Affiliate and will not be extended by any notice period (e.g., the Participant's period of service as an employee would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the Company and/or an Affiliate and has attained age 55. For avoidance of doubt, if jurisdiction where the Participant is employed by an Affiliate that or the terms of his or her employment or service agreement, if any); and the Administrator shall 2 Updated February 2016 have the exclusive discretion to determine when the Participant is sold or otherwise ceases no longer actively providing services for purposes of the Option (including whether the Participant may still be considered to be an Affiliate providing services while on a leave of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement. absence). View More
Found in Qorvo contract
Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the a Participant voluntarily terminates the Participant's employment or if the Company or an Affiliate incurs a Termination of the Company terminates the Participant's employment Employment, for any reason other than Cause, Disability, Retirement or death, the Participant may exercise the Option at any time within ninety (90) days ...after such termination of employment reason, prior to the extent that Expiration Date, the Option was Option, if not vested and exercisable by the Participant on the date of such termination, but not after the expiration Termination of Employment, or any portion of the term Option that is not vested and exercisable on the date of Termination of Employment, shall expire and be forfeited, and shall ne void for all purposes, immediately on the date of Termination of Employment. (b) If a Participant incurs a Termination of Employment, for any reason, prior to the Expiration Date, the Option, if vested and exercisable on the date of Termination of Employment, or any portion of the Option. -3- (b) If Option that is vested and exercisable on the Company or an Affiliate date of Termination of Employment, shall continue to be exercisable only for the Company terminates the Participant's employment for Cause, the Option applicable extended time period following such Termination of Employment set forth hereinafter and shall otherwise cease to be terminated exercisable as of the close of business on the date of termination Termination of Employment. (i) In the Participant's employment. (c) If the Participant's employment is terminated by reason event of Disability the restrictions on the Participant's ability to exercise any percentage Termination of the Employment constituting Retirement, such Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. If the Participant's employment is terminated by reason of Disability, the Participant may exercise the Option at any time within three years after or such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option portion thereof may be exercised at any time within 12 months after by the Participant until the end of the ninety (90) day period commencing with the date of Retirement or, if earlier, the Expiration Date. (ii) In the event of Termination of Employment due to death, such Option or such portion thereof may be exercised by the Participant's Representative until the end of the twelve (12) month period commencing with the date of the Participant's death or, if earlier, the Expiration Date. (iii) In the event of Termination of Employment due to Disability, such Option or such portion thereof may be exercised by the personal representatives or administrators Participant or, in the event the Participant is legally incompetent, the Participant's Representative until the end of the six (6) month period commencing with the date of Disability or, if earlier, the Expiration Date. (iv) In the event of Termination of Employment at the election of the Participant with "Good Reason" (as defined by such Participant's Employment Agreement, if applicable), such Option or by any beneficiary designated in a manner established such portion thereof may be exercised by the Committee Participant until the end of the ninety (90) day period commencing with the date of Retirement or, if earlier, the Expiration Date. (v) In the event of Termination of Employment by the Company or person an Affiliate, as the case may be, without Cause, such Option or persons such portion thereof may be exercised by the Participant until the end of the ninety (90) day period commencing with the date of Retirement or, if earlier, the Expiration Date. (vi) Notwithstanding anything in the preceding subparagraphs (i) through (v) to whom the contrary, in the event of Termination of Employment by the Company or an Affiliate, as the case may be, for Cause, such Option or such portion thereof shall cease to be exercisable automatically upon first notification to the Participant by the Company or the Affiliate of such termination, with no extended time period for any exercise of the Option has been transferred by will or any portion thereof. If a Participant's employment or services are suspended pending an investigation of whether the applicable laws Participant's employment or services should be terminated for Cause, all of descent and distribution, subject to the condition that Participant's rights under the Option shall not likewise be exercisable after suspended during the period of such investigation. 2 (c) If following the Participant's Termination of Employment for any reason (other than for Cause) the exercise of the Option is prohibited because it would violate the registration requirements under the Securities Act, state or federal securities law, or the rules of any securities exchange or interdealer quotation system, then the expiration of the term of the Option. (d) If the Participant's employment is terminated by reason of Retirement, as long as such Retirement is on or after the Measurement Date, any Option Shares that vest and become exercisable under Section 2 will remain outstanding and exercisable shall be tolled until the expiration of the term of the Option. In addition, if the Participant's employment is terminated by reason of a Retirement prior to the Measurement Date date that is consistent with the Company's succession plan for the Chief Executive Officer of the Company as mutually agreed upon in writing by the Compensation Committee and the Participant, then the Option Shares shall remain outstanding with the opportunity to vest in accordance with Section 2, and any vested Option Shares shall remain exercisable until the expiration of the term of the Option. The Participant may exercise all or any portion of the vested Option at any time prior to thirty (30) days after the end of the term of period during which the Option, but not after the expiration of the term of the Option. If the Participant shall die following any Retirement, the Option, to the extent vested, may be exercised at any time within 12 months after the later of the date of the Participant's death or the Measurement Date by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (e) If the Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on the Participant's (or his or her heirs') ability to exercise any percentage of the Option as set forth would be in Section 2(a), shall lapse and the Option shall vest in full at target performance level. The Option may be exercised at any time within 12 months after the date violation of the Participant's death by the personal representatives such registration or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. -4- For purposes of this Agreement, "Retirement" shall mean the voluntary or involuntary termination of the Participant's employment for any reason other than Cause, Disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate and has attained age 55. For avoidance of doubt, if the Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement. securities requirements. View More
Found in GEE Group Inc. contract
Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the a Participant voluntarily terminates the Participant's employment or if the Company or an Affiliate incurs a Termination of the Company terminates the Participant's employment Employment, for any reason other than Cause, Disability, Retirement or death, the Participant may exercise the Option at any time within ninety (90) days ...after such termination of employment reason, prior to the extent that Expiration Date, the Option was Option, if not vested and exercisable by the Participant on the date of such termination, but not after the expiration Termination of Employment, or any portion of the term Option that is not vested and exercisable on the date of Termination of Employment, shall expire and be forfeited, and shall ne void for all purposes, immediately on the date of Termination of Employment. (b) If a Participant incurs a Termination of Employment, for any reason, prior to the Expiration Date, the Option, if vested and exercisable on the date of Termination of Employment, or any portion of the Option. -3- (b) If Option that is vested and exercisable on the Company or an Affiliate date of Termination of Employment, shall continue to be exercisable only for the Company terminates the Participant's employment for Cause, the Option applicable extended time period following such Termination of Employment set forth hereinafter and shall otherwise cease to be terminated exercisable as of the close of business on the date of termination Termination of Employment. (i) In the Participant's employment. (c) If the Participant's employment is terminated by reason event of Disability the restrictions on the Participant's ability to exercise any percentage Termination of the Employment constituting Retirement, such Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. If the Participant's employment is terminated by reason of Disability, the Participant may exercise the Option at any time within three years after or such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option portion thereof may be exercised at any time within 12 months after by the Participant until the end of the ninety (90) day period commencing with the date of Retirement or, if earlier, the Expiration Date. (ii) In the event of Termination of Employment due to death, such Option or such portion thereof may be exercised by the Participant's Representative until the end of the twelve (12) month period commencing with the date of the Participant's death or, if earlier, the Expiration Date. 2 (iii) In the event of Termination of Employment due to Disability, such Option or such portion thereof may be exercised by the personal representatives or administrators Participant or, in the event the Participant is legally incompetent, the Participant's Representative until the end of the six (6) month period commencing with the date of Disability or, if earlier, the Expiration Date. (iv) In the event of Termination of Employment at the election of the Participant with "Good Reason" (as defined by such Participant's Employment Agreement, if applicable), such Option or by any beneficiary designated in a manner established such portion thereof may be exercised by the Committee Participant until the end of the ninety (90) day period commencing with the date of Retirement or, if earlier, the Expiration Date. (v) In the event of Termination of Employment by the Company or person an Affiliate, as the case may be, without Cause, such Option or persons such portion thereof may be exercised by the Participant until the end of the ninety (90) day period commencing with the date of Retirement or, if earlier, the Expiration Date. (vi) Notwithstanding anything in the preceding subparagraphs (i) through (v) to whom the contrary, in the event of Termination of Employment by the Company or an Affiliate, as the case may be, for Cause, such Option or such portion thereof shall cease to be exercisable automatically upon first notification to the Participant by the Company or the Affiliate of such termination, with no extended time period for any exercise of the Option has been transferred by will or any portion thereof. If a Participant's employment or services are suspended pending an investigation of whether the applicable laws of descent and distribution, subject to Participant's employment or services should be terminated for Cause, all the condition that Participant's rights under the Option shall not likewise be exercisable after suspended during the period of such investigation. (c) If following the Participant's Termination of Employment for any reason (other than for Cause) the exercise of the Option is prohibited because it would violate the registration requirements under the Securities Act, state or federal securities law, or the rules of any securities exchange or interdealer quotation system, then the expiration of the term of the Option. (d) If the Participant's employment is terminated by reason of Retirement, as long as such Retirement is on or after the Measurement Date, any Option Shares that vest and become exercisable under Section 2 will remain outstanding and exercisable shall be tolled until the expiration of the term of the Option. In addition, if the Participant's employment is terminated by reason of a Retirement prior to the Measurement Date date that is consistent with the Company's succession plan for the Chief Executive Officer of the Company as mutually agreed upon in writing by the Compensation Committee and the Participant, then the Option Shares shall remain outstanding with the opportunity to vest in accordance with Section 2, and any vested Option Shares shall remain exercisable until the expiration of the term of the Option. The Participant may exercise all or any portion of the vested Option at any time prior to thirty (30) days after the end of the term period during which the exercise of the Option would be in violation of such registration or other securities requirements. 3 8. Exercise of Option. To exercise the Option, but not after the expiration of the term of the Option. If the Participant shall die following any Retirement, (or, in the Option, to the extent vested, may be exercised at any time within 12 months case of exercise after the later of the date of the Participant's death or Disability, the Measurement Date Participant's Representative) must deliver to the Company a written notice of exercise, in such form and manner as designated by the personal representatives or administrators Committee, which shall specify the number of Option Shares attributable to the Option that the Participant (or Representative) intends to exercise and the associated Option Price. Such written notice to exercise shall be accompanied by payment, in full, of the Participant or by aggregate Option Price and any beneficiary designated in a manner established other documentation required by the Committee or Committee. If someone other than the Participant exercises the Option, then such person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject must submit documentation reasonably acceptable to the condition Company verifying that such person has the Option shall not be exercisable after the expiration of the term of legal right to exercise the Option. (e) If the Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on the Participant's (or his or her heirs') ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. The Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. -4- For purposes of this Agreement, "Retirement" shall mean the voluntary or involuntary termination of the Participant's employment for any reason other than Cause, Disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate and has attained age 55. For avoidance of doubt, if the Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement. View More
Found in GROVE, INC. contract
Effect of Termination of Employment. The Option shall terminate and may no longer not be exercised if unless the Participant ceases is, at the time of the exercise, in employment to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates the Participant's and has been in employment or if to the Company or an Affiliate continuously since the date the Option was granted, subject to the following: (a) The Option shall not be affected by any change in the terms, conditions o...r status of the Participant's employment, provided that the Participant continues to be in employment to the Company terminates or an Affiliate. (b) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed ninety (90) days, or, if longer, as long as the Participant's right to reemployment is guaranteed either by statute or by contract. The employment relationship of the Participant shall also be treated as continuing intact while the Participant is not in active employment because of a Disability. (c) If the employment of the Participant is terminated because of death or Disability, the Option may be exercised only to the extent vested and exercisable on the Participant's Termination Date, and any portion of the Option that is not vested as of the Participant's 2 Termination Date shall terminate as of such date. The Option, to the extent vested, must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable (after which time the Option shall terminate): (A) the close of the one-year period next succeeding the Termination Date; or (B) the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for any reason other than Cause, Disability, Retirement death, Disability or death, the Participant may exercise the Option at any time within ninety (90) days after such termination of employment to the extent that the Option was exercisable by the Participant on the date of such termination, but not after the expiration of the term of the Option. -3- (b) If the Company or an Affiliate of the Company terminates the Participant's employment for Cause, the Option shall be terminated as of the date of termination of the Participant's employment. (c) If the Participant's employment is terminated by reason of Disability the restrictions on the Participant's ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. If the Participant's employment is terminated by reason of Disability, the Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be extent exercisable after the expiration of the term of the Option. (d) If the Participant's employment is terminated by reason of Retirement, as long as such Retirement is on his or after the Measurement her Termination Date, any Option Shares that vest and become exercisable under Section 2 will remain outstanding and exercisable until the expiration of the term of the Option. In addition, if the Participant's employment is terminated by reason of a Retirement prior to the Measurement Date that is consistent with the Company's succession plan for the Chief Executive Officer of the Company as mutually agreed upon in writing by the Compensation Committee and the Participant, then the Option Shares shall remain outstanding with the opportunity to vest in accordance with Section 2, and any vested Option Shares shall remain exercisable until the expiration of the term of the Option. The Participant may exercise all or any portion of the Option that has not vested Option at any time prior to the end as of the term Participant's Termination Date shall terminate as of the Option, but not after the expiration such date (subject to Section 5 above upon a Change of the term of the Option. If the Participant shall die following any Retirement, the Control). The Option, to the extent vested, may must be exercised exercised, if at any time within 12 months after all, prior to the later first to occur of the following, whichever shall be applicable (after which time the Option shall terminate): (A) the close of the three-month period next succeeding the Termination Date; or (B) the close of the Option Period (subject to Section 5 above upon a Change of Control). If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (A) or (B) of the first sentence of this subparagraph (d), the Participant shall be treated as having died while employed under subparagraph (c) immediately preceding (treating for this purpose the Participant's date of employment as the Termination Date). In the event of the Participant's death death, such Option shall be exercisable by such person or persons as shall have acquired the Measurement Date right to exercise the Option by will or by the personal representatives or administrators laws of intestate succession. (e) If the employment of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (e) If the Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on the Participant's (or terminates for Cause, his or her heirs') ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. The Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not no longer be exercisable after the expiration as of the term notice of the Option. -4- For purposes of this Agreement, "Retirement" shall mean the voluntary his or involuntary termination of the Participant's employment for any reason other than Cause, Disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate and has attained age 55. For avoidance of doubt, if the Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement. her Termination Date. View More
Found in STREAMLINE HEALTH SOLUTIONS INC. contract
Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates the Participant's employment or if the Company or an Affiliate of the Company terminates the Participant's employment for any reason other than Cause, Disability, Retirement gross and willful misconduct, disability, retirement or death, the Participant may exercise the Option at any time within... ninety (90) days after such termination of employment to the extent that the Option was exercisable by the Participant on the date of such termination, but not after the expiration of the term of the Option. -3- (b) If the Company or an Affiliate of the Company terminates the Participant's employment for Cause, by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felony, the Option shall be terminated as of the date of termination of the Participant's employment. (c) If the Participant's employment is terminated by reason of Disability disability (within the meaning of Section 22(e)(3) of the Code) or retirement, the restrictions on the Participant's ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. full. If the Participant's employment is terminated by reason of Disability, retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant's employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If Participant shall die while in the Participant's employment is terminated by reason of Retirement, as long as such Retirement is on or after the Measurement Date, any Option Shares that vest and become exercisable under Section 2 will remain outstanding and exercisable until the expiration of the term of the Option. In addition, if the Participant's employment is terminated by reason of a Retirement prior to the Measurement Date that is consistent with the Company's succession plan for the Chief Executive Officer employ of the Company or an Affiliate of the Company, the restrictions on Participant's (or his or her heirs') ability to exercise any percentage of the Option as mutually agreed upon set forth in writing by the Compensation Committee Section 2(a), shall lapse and the Participant, then the Option Shares shall remain outstanding with the opportunity to vest in accordance with Section 2, and any vested full. The Option Shares shall remain exercisable until the expiration of the term of the Option. The Participant may exercise all or any portion of the vested Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If the Participant shall die following any Retirement, the Option, to the extent vested, may be exercised at any time within 12 months after the later of the date of the Participant's death or the Measurement Date by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (e) If the Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on the Participant's (or his or her heirs') ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. The Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. -4- -3- For purposes of this Agreement, "Retirement" Section 3, "retirement" shall mean the voluntary or involuntary termination of the Participant's employment for any reason other than Cause, Disability gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55. For avoidance of doubt, if the Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement. View More
Found in H.B. Fuller Company contract
Effect of Termination of Employment. The Option shall terminate and may no longer be exercised if the Participant ceases to be employed by the Company or an Affiliate of the Company, except that: (a) If the Participant voluntarily terminates the Participant's employment or if the Company or an Affiliate of the Company terminates the Participant's employment for any reason other than Cause, Disability, Retirement gross and willful misconduct, disability, retirement or death, the Participant may exercise the Option at any time within... ninety (90) days after such termination of employment to the extent that the Option was exercisable by the Participant on the date of such termination, but not after the expiration of the term of the Option. -3- (b) If the Company or an Affiliate of the Company terminates the Participant's employment for Cause, by reason of gross and willful misconduct during the course of employment, including, but not limited to, wrongful appropriation of funds or the commission of a gross misdemeanor or felony, the Option shall be terminated as of the date of termination of the Participant's employment. (c) If the Participant's employment is terminated by reason of Disability disability (within the meaning of Section 22(e)(3) of the Code) or retirement, the restrictions on the Participant's ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. full. If the Participant's employment is terminated by reason of Disability, retirement, Participant may exercise the Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If Participant's employment is terminated by reason of disability, Participant may exercise the Option at any time within three years after such termination of employment, but not after the expiration of the term of the Option. If the Participant shall die following any such termination, the Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (d) If Participant shall die while in the Participant's employment is terminated by reason of Retirement, as long as such Retirement is on or after the Measurement Date, any Option Shares that vest and become exercisable under Section 2 will remain outstanding and exercisable until the expiration of the term of the Option. In addition, if the Participant's employment is terminated by reason of a Retirement prior to the Measurement Date that is consistent with the Company's succession plan for the Chief Executive Officer employ of the Company or an Affiliate of the Company, the restrictions on Participant's (or his or her heirs') ability to exercise any percentage of the Option as mutually agreed upon set forth in writing by the Compensation Committee Section 2(a), shall lapse and the Participant, then the Option Shares shall remain outstanding with the opportunity to vest in accordance with Section 2, and any vested full. The Option Shares shall remain exercisable until the expiration of the term of the Option. The Participant may exercise all or any portion of the vested Option at any time prior to the end of the term of the Option, but not after the expiration of the term of the Option. If the Participant shall die following any Retirement, the Option, to the extent vested, may be exercised at any time within 12 months after the later of the date of the Participant's death or the Measurement Date by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. (e) If the Participant shall die while in the employ of the Company or an Affiliate of the Company, the restrictions on the Participant's (or his or her heirs') ability to exercise any percentage of the Option as set forth in Section 2(a), shall lapse and the Option shall vest in full at target performance level. The Option may be exercised at any time within 12 months after the date of the Participant's death by the personal representatives or administrators of the Participant or by any beneficiary designated in a manner established by the Committee or person or persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, subject to the condition that the Option shall not be exercisable after the expiration of the term of the Option. -4- -3- For purposes of this Agreement, "Retirement" Section 3, "retirement" shall mean the voluntary or involuntary termination of the Participant's employment for any reason other than Cause, Disability gross and willful misconduct, disability or death, after the Participant has completed at least ten years of service as an employee of the Company and/or an Affiliate of the Company and has attained age 55. For avoidance of doubt, if the Participant is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Participant shall incur a termination of employment by the Company and all Affiliates of the Company under this Agreement. View More
Found in H.B. Fuller Company contract