Grouped Into 11 Collections of Similar Clauses From Business Contracts
This page contains Exercise Periods clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Exercise Periods. 2.1. Exercise Period of Option. Subject to the conditions set forth in this Agreement, all or part of this Option may be exercised at any time after the Date of Grant. Shares purchased by exercising this Option may be subject to the Repurchase Option as set forth in Section 7 below. This Option will become vested during its term as to portions of the Shares in accordance with the Vesting Schedule set forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the co...ntrary, on or after Optionee's Termination Date, this Option may not be exercised with respect to any Shares that are Unvested Shares on Optionee's Termination Date. 2.2. Vesting of Option Shares. Shares with respect to which this Option is vested at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are "Vested Shares." Shares with respect to which this Option is not vested at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are "Unvested Shares." 2.3. Expiration. The Option shall expire on the Expiration Date set forth in the Grant Notice or earlier as provided in Section 3 below.View More
Exercise Periods. 2.1. 2.1 Exercise Period of Option. Subject This Option is considered to the conditions set forth in this Agreement, all or part of be "vested" with respect to any particular Shares when this Option may be exercised at any time after the Date of Grant. Shares purchased by exercising this Option may be subject is exercisable with respect to the Repurchase Option as set forth in Section 7 below. such Shares. This Option will become vested during its term as to portions of the Shares in accordance ...with the Vesting Schedule set forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the contrary, on or after Optionee's Termination Date, this Option may not be exercised with respect to any Shares that are Unvested Shares on Optionee's Termination Date. 2.2. 2.2 Vesting of Option Shares. Shares with respect to which this Option is vested and exercisable at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are "Vested Shares." Shares with respect to which this Option is not vested and exercisable at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are "Unvested Shares." 2.3. 2.3 Expiration. The Option shall expire on the Expiration Date set forth in the Grant Notice or earlier as provided in Section 3 below. View More
Exercise Periods. 2.1. Exercise Period of Option. Subject to the conditions set forth in this Agreement, all or part of this Option may shall be exercised at any time after the Date of Grant. Shares purchased by exercising this Option may be subject to the Repurchase Option as set forth in Section 7 below. This Option will become vested exercisable during its term as to portions of the Shares in accordance with the Vesting Vesting/Exercise Schedule set forth in the Grant Notice. Notwithstanding any provision in t...he Plan or this Agreement to the contrary, on or after Optionee's Termination Date, this Option may not be exercised with respect to any Shares that are Unvested Shares on Optionee's Termination Date. 2.2. Vesting of Option Shares. Shares with respect to which this Option is vested and exercisable at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are referred to herein as "Vested Shares." Shares with respect to which this Option is not vested or exercisable at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are referred to herein as "Unvested Shares." 2.3. Expiration. The Option shall expire on the Expiration Date set forth in the Grant Notice or earlier as provided in Section 3 below. View More
Exercise Periods. 2.1. 2.1 Exercise Period of Option. Subject This Option is considered to the conditions set forth in this Agreement, all or part of be "vested" with respect to any particular Shares when this Option may be exercised at any time after the Date of Grant. Shares purchased by exercising this Option may be subject is exercisable with respect to the Repurchase Option as set forth in Section 7 below. such Shares. This Option will become vested during its term as to portions of the Shares in accordance ...with the Vesting Schedule set forth in the Grant Notice. Notwithstanding any provision in the Plan or this Agreement to the contrary, on or after Optionee's Termination Date, this Option may not be exercised with respect to any Shares that are Unvested Shares on Optionee's Termination Date. 2.2. 2.2 Vesting of Option Shares. Shares with respect to which this Option is vested and exercisable at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are "Vested Shares." Shares with respect to which this Option is not vested and exercisable at a given time pursuant to the Vesting Schedule set forth in the Grant Notice are "Unvested Shares." 2.3. 2.3 Expiration. The Option shall expire on the Expiration Date set forth in the Grant Notice or earlier as provided in Section 3 below. View More
Exercise Periods. (a) Notwithstanding anything to the contrary contained herein, this Warrant shall only be exercisable with respect to those Shares which have vested as of the date of exercise. One eight (1/8th) of the Shares shall vest and become exercisable each quarter during the term of this Warrant, beginning on ____________, ____ and continuing on the same day each quarter thereafter, such that all of the Shares issuable pursuant to this Warrant shall become fully vested as of the date ____ years from ____...________, ____; provided that if that certain ____________ Agreement by and between the Company and Holder dated as of ____________, ____ is terminated, the Shares will cease vesting and the Warrant shall only be exercisable with respect to those Shares which have vested as of such termination. Fractional share numbers resulting from the calculations required pursuant to the foregoing sentence shall be rounded down to the nearest whole number of shares. (b) This Warrant shall be exercisable, in whole or in part, during the term commencing on ____________, ____ and ending at ____ p.m. PST on ___________, ___ (the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and become null and void upon the earlier of (a) the consummation of the Company's sale of its Common Stock or other securities in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (an "Initial Public Offering"), (b) the consummation of a Deemed Liquidation Event, as such term is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, (c) __months after the Consulting Agreement terminates or (d) five (5) years after the date of issuance. For purposes of this Warrant, any of the transactions described in subsection (b) shall be referred to herein as a "Corporate Transaction". In the event of an Initial Public Offering or Corporate Transaction, the Company shall notify the Holder at least ____(__) days prior to the consummation of such Initial Public Offering or Corporate Transaction.View More
Exercise Periods. (a) Notwithstanding anything to the contrary contained herein, this Warrant shall only be exercisable with respect to those Shares which have vested as of the date of exercise. One eight (1/8th) of the Shares shall vest and become exercisable each quarter during the term of this Warrant, beginning on ____________, ____ and continuing on the same day each quarter thereafter, such that all of the Shares issuable pursuant to this Warrant shall become fully vested as of the date ____ years from ____...________, ____; provided that if that certain ____________ Agreement by and between the Company and Holder dated as of ____________, ____ is terminated, the Shares will cease vesting and the Warrant shall only be exercisable with respect to those Shares which have vested as of such termination. Fractional share numbers resulting from the calculations required pursuant to the foregoing sentence shall be rounded down to the nearest whole number of shares. (b) This Warrant shall be exercisable, in whole or in part, during the term commencing on ____________, ____ the issuance date of this Warrant and ending at ____ 5 p.m. PST California time on ___________, ___ (the ___________________the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and become null and void upon the earlier of (a) the consummation of the Company's sale of its Common Stock or other securities in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (an "Initial Public Offering"), (b) the consummation of a Deemed Liquidation Event, as such term is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, (c) __months after the Consulting Agreement terminates or (d) five (5) years after the date of issuance. For purposes of this Warrant, any of the transactions described in subsection (b) shall be referred to herein as a "Corporate Transaction". In the event of an Initial Public Offering or Corporate Transaction, the Company shall notify the Holder at least ____(__) days prior to the consummation of such Initial Public Offering or Corporate Transaction. Period"). View More
Exercise Periods. (a) Notwithstanding anything Subject to the contrary contained herein, this Warrant shall only be exercisable with respect to those Shares which have vested as of the date of exercise. One eight (1/8th) of the Shares shall vest and become exercisable each quarter during the term terms of this Warrant, beginning on ____________, ____ and continuing on Award Agreement, the same day each quarter thereafter, such that all of the Shares issuable pursuant to this Warrant Option shall become fully vest...ed as of the date ____ years from ____________, ____; provided that if that certain ____________ Agreement by and between the Company and Holder dated as of ____________, ____ is terminated, the Shares will cease vesting and the Warrant shall only be exercisable with respect to those Shares which have vested as of such termination. Fractional share numbers resulting from the calculations required pursuant to the foregoing sentence shall be rounded down to the nearest whole number of shares. (b) This Warrant shall be exercisable, in whole or in part, only at the times and during the term commencing on periods and for the number of Shares set forth below: (a) On or after ___________, but no later than ______________, _____ Shares; (b) On or after____________, but no later than ____________, ____ _____ Shares; and ending at ____ p.m. PST on ___________, ___ (the "Exercise Period"); provided, however, that this Warrant shall (c) On or after____________, but no longer be later than ____________, _____ Shares. Each time period during which the Option is exercisable and become null and void upon the earlier of (a) the consummation of the Company's sale of its Common Stock or other securities in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (an "Initial Public Offering"), (b) the consummation of a Deemed Liquidation Event, as such term set forth above is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, (c) __months after the Consulting Agreement terminates or (d) five (5) years after the date of issuance. For purposes of this Warrant, any of the transactions described in subsection (b) shall be individually referred to herein as a "Corporate Transaction". In an "Exercise Period" and collectively as the event of "Exercise Periods". To the extent not exercised during an Initial Public Offering or Corporate Transaction, Exercise Period, the Option shall expire, and Employee shall have no further rights, and the Company shall notify have no further obligations, under this Award Agreement with respect to such unexercised portion of the Holder at least ____(__) days prior Option. 1 3. Exercise of Option. That portion of the Option that is exercisable may be exercised, in whole or in part, by Employee only so long as Employee remains, on or after the Effective Date, continuously in the employ of the Company or any of its Affiliates, except as otherwise specifically provided by this Award Agreement. At the time of exercise, Employee shall deliver to the consummation Company a written notice duly signed by Employee stating the number of Shares as to which the Option is being exercised at such time, together with payment for the full exercise price of the Option with respect to said Shares: (a) in cash (or certified or bank cashier's check payable to the order of the Company); (b) by delivery of Shares then owned by Employee (such Shares being valued at their Fair Market Value at the time of such Initial Public Offering exercise); (c) by withholding by the Company of Shares from the Shares issuable upon such exercise (such withheld Shares being valued at their Fair Market Value at the time of such exercise); (d) in the discretion of the Committee, by delivery of properly executed irrevocable instructions to a securities broker (or, in the case of pledges, lender) to (i) sell Shares subject to the Option and to deliver promptly to the Company a sufficient portion of the proceeds of such sale transaction on behalf of Employee to pay the exercise price of said Shares or Corporate Transaction. (ii) pledge Shares subject to the Option to a margin account maintained with such broker or lender, as security for a loan, and such broker or lender, pursuant to irrevocable instructions, delivers to the Company a sufficient portion of the loan proceeds to pay the exercise price of said Shares; (e) by a combination of such methods; or (f) by other means that the Committee deems appropriate; plus, in each case, any applicable withholding tax thereon, whereupon certificates therefor or evidence of book entry Shares will be issued to Employee. The minimum number of Shares which may be purchased at any time by exercise of the Option is 100 Shares unless the number purchased is the total number purchasable under the Option at that time. The Option shall not be exercisable with respect to fractions of a Share. No exercise or failure to exercise as to a portion of the Shares shall preclude a later exercise or exercises as to additional portions during the applicable Exercise Period. 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Exercise Periods. (a) Notwithstanding anything to the contrary contained herein, this Warrant shall only be exercisable with respect to those Shares which have vested as of the date of exercise. One eight (1/8th) of the Shares shall vest and become exercisable each quarter during the term of this Warrant, beginning on ____________, ____ and continuing on the same day each quarter thereafter, such that all of the Shares issuable pursuant to this Warrant shall become fully vested as of the date ____ years from ____...________, ____; provided that if that certain ____________ Agreement by and between the Company and Holder dated as of ____________, ____ is terminated, the Shares will cease vesting and the Warrant shall only be exercisable with respect to those Shares which have vested as of such termination. Fractional share numbers resulting from the calculations required pursuant to the foregoing sentence shall be rounded down to the nearest whole number of shares. (b) This Warrant shall be exercisable, in whole or in part, during the term commencing on ____________, ____ June 29th, 2022 and ending at ____ 5:00 p.m. PST ET on ___________, ___ June 29th, 2023 (the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and become null and void upon Period"). _____________________ 1 Number of Shares equal to 50% of Holder's Subscription Amount divided by the earlier of (a) the consummation of the Company's sale of its Common Stock or other securities in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (an "Initial Public Offering"), (b) the consummation of a Deemed Liquidation Event, as such term is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, (c) __months after the Consulting Agreement terminates or (d) five (5) years after the date of issuance. For purposes of this Warrant, any of the transactions described in subsection (b) shall be referred to herein as a "Corporate Transaction". In the event of an Initial Public Offering or Corporate Transaction, the Company shall notify the Holder at least ____(__) days prior to the consummation of such Initial Public Offering or Corporate Transaction. Exercise Price. View More
Exercise Periods. This Warrant shall be exercisable, in whole or in part, during the term commencing on May 19, 2011 and ending at 5:00 p.m., New York time, on May 19, 2021 (the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and become null and void upon the consummation of any "Termination Event" defined as (a) the consummation of the Company's sale of its Common Stock or other securities pursuant to a registration statement under the Securities Act of 1933, as amended (o...ther than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) and (b) the consummation of a Liquidation Event, as such term is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware. For purposes of this Warrant, any of the transactions described in subsection (b) shall be referred to herein as a "Corporate Transaction"). In the event of a Termination Event, the Company shall notify the Holder at least ten (10) days prior to the consummation of such Termination Event.View More
Exercise Periods. This Warrant shall be exercisable, in whole or in part, during the term commencing on May 19, 2011 the Date of Issuance and ending at 5:00 p.m., New York time, p.m. California time on May 19, 2021 [ ] (the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and become null and void upon the consummation of any "Termination Event" defined as automatically net exercised pursuant to Section 4 immediately prior to (a) the consummation of the Company's sale of its ...Class A Common Stock or other securities in the Company's first underwritten public offering pursuant to a an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) and (an "Initial Public Offering") or (b) the consummation of a Liquidation Event, as such term is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware. For purposes of this Warrant, any of the transactions described in subsection (b) shall Delaware, as may be referred to herein as a "Corporate Transaction"). In the event of a Termination Event, the Company shall notify the Holder at least ten (10) days prior to the consummation of such Termination Event. amended (the "Restated Certificate"). View More
Exercise Periods. This Warrant shall be exercisable, in whole or in part, during the term commencing on May 19, 2011 December 22, 2015 and ending at 5:00 p.m., New York time, p.m. Pacific time on May 19, 2021 October 17, 2025 (the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and become null and void upon the consummation of any "Termination Event" defined as (a) the consummation of the Company's sale of its Common Stock or other securities in the Company's first underwri...tten public offering pursuant to a an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (an "Initial Public Offering") and (b) the consummation of a Liquidation Event, as such term is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware. For purposes of this Warrant, any of the transactions described in subsection (b) shall be referred to herein as a "Corporate Transaction"). Transaction". In the event of a Termination Event, an Initial Public Offering or Corporate Transaction, the Company shall notify the Holder at least ten (10) days prior to the consummation of such Termination Event. Initial Public Offering or Corporate Transaction. View More
Exercise Periods. This Warrant shall be exercisable, in whole or in part, during the term commencing on May 19, 2011 February 18, 2013 and ending at 5:00 p.m., New York time, on May 19, 2021 February 18, 2023 (the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and become null and void upon the consummation of any "Termination Event" defined as (a) the consummation of the Company's sale of its Common Stock or other securities pursuant to a registration statement under the S...ecurities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) and (b) the consummation of a Liquidation Event, as such term is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware. For purposes of this Warrant, any of the transactions described in subsection (b) shall be referred to herein as a "Corporate Transaction"). In the event of a Termination Event, the Company shall notify the Holder at least ten (10) days prior to the consummation of such Termination Event. View More
Exercise Periods. This Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof and ending at 5:00 p.m. eastern standard time on the three year anniversary of the date of issuance (the "Exercise Period") provided, however, that this Warrant shall no longer be exercisable and shall become null and void upon the consummation of a Corporate Transaction or Initial Public Offering. In the event of a Corporate Transaction or Initial Public Offering, the Company shall notify the H...older at least ten (10) days prior to the consummation of such Corporate Transaction or Initial Public Offering.View More
Exercise Periods. This (a) Subject to the terms and conditions set forth herein, this Warrant shall be exercisable, in whole or in part, exercisable only during the term commencing on the date hereof and ending at 5:00 p.m. eastern standard time p.m., Eastern Standard Time, on the three year anniversary of the date of issuance July 25, 2021 (the "Exercise Period") Period"); provided, however, that that, unless exercised as set forth in Section 4, this Warrant shall no longer be exercisable as to any Warrant Share...s and shall become null and void immediately upon the consummation of a Corporate Transaction or Initial Public Offering. In the event of a Corporate Transaction or an Initial Public Offering, Offering during the Exercise Period, the Company shall notify the Holder at least ten (10) days prior to the consummation of such Corporate Transaction or Initial Public Offering. (b) For purposes of this Warrant:"Corporate Transaction" shall mean any transaction defined as a "Liquidation Event" in the Company's Ninth Amended and Restated Certificate of Incorporation, as may be amended and/or restated from time to time; and (ii) "Initial Public Offering" shall mean the Company's first firm commitment underwritten public offering of its Common Stock under the Act. View More
Exercise Periods. Each Warrant shall be exercisable during the term commencing on the issue date of this Certificate and ending at 5 p.m. Eastern time five years thereafter (the "Exercise Period").
Exercise Periods. Each Warrant shall be exercisable during the term commencing on the issue date of this Certificate and ending at 5 p.m. Eastern time five years thereafter (the "Exercise Period").
Exercise Periods. Each Warrant shall be exercisable during the term commencing on the issue date of this Certificate and ending at 5 p.m. Eastern time five three years thereafter (the "Exercise Period").
Exercise Periods. Subject to the terms and conditions set forth herein, this Warrant may be exercised at any time or from time to time during the five-year period commencing on the date hereof and ending of the fifth anniversary of the date hereof (the "Exercise Period").
Exercise Periods. Subject to the terms and conditions set forth herein, this Warrant may be exercised at any time or from time to time during the five-year ten-year period commencing on the date hereof Issue Date as set forth above and ending of the fifth tenth anniversary of the date hereof (the "Exercise Period").
Exercise Periods. This Warrant shall vest and become exercisable such that TEN THOUSAND (10,000) shares underlying the Warrant shall vest and become exercisable on the last day of each month beginning on October 31, 2020 through March 31, 2021. The vested and exercisable portion of this Warrant may be exercised at any time on or prior to the Expiration Date. Notwithstanding the foregoing, if the Agreement is terminated for any reason, the vesting of this Warrant pursuant to this Section 2 shall immediately cease,... the unvested portion of this Warrant shall immediately expire unexercised and the Termination Date of this Warrant shall be accelerated such that this Warrant shall terminate thirty (30) calendar days after the termination of the Agreement. For the avoidance of any doubt, by way of example, if the Agreement is terminated on December 15, 2020, this Warrant shall be exercisable for 20,000 shares of Common Stock and shall expire on January 14, 2021. 1 3. Exercise Price. The initial Exercise Price of this Warrant shall be $[___] per share as adjusted for stock splits, stock dividends, combinations and the like.View More
Exercise Periods. This Warrant shall vest and become exercisable such that TEN THOUSAND (10,000) shares underlying the Warrant shall vest and become exercisable on the last first day of each month beginning on October 31, 2020 November 1, 2021 through March 31, 2021. April 1, 2022. The vested and exercisable portion of this Warrant may be exercised at any time on or prior to the Expiration Date. Notwithstanding the foregoing, if the Agreement is terminated for any reason, the vesting of this Warrant pursuant to t...his Section 2 shall immediately cease, the unvested portion of this Warrant shall immediately expire unexercised and the Termination Date of this Warrant shall be accelerated such that this Warrant shall terminate thirty (30) calendar days after the termination of the Agreement. For the avoidance of any doubt, by way of example, if the Agreement is terminated on December 15, 2020, 2021, this Warrant shall be exercisable for 20,000 shares of Common Stock and shall expire on January 14, 2021. 2022. 1 3. Exercise Price. The initial Exercise Price of this Warrant shall be $[___] $4.77 per share as adjusted for stock splits, stock dividends, combinations and the like. View More
Exercise Periods. (a) The Option shall be exercisable on or after vesting of the Option pursuant to the terms of the Plan and this Agreement. (b) All or any part of the Option may be exercised by the Optionee no later than the sixth (6th) anniversary of the Grant Date of the Option. (c) This Agreement and the Option shall terminate on the earlier of (i) the sixth (6th) anniversary of the Grant Date, or (ii) the date as of which the Option has been fully exercised.
Exercise Periods. (a) The Option shall be exercisable on or after vesting of the Option pursuant to the terms of the Plan and this Agreement. (b) All or any part of the Option may be exercised by the Optionee no later than the sixth (6th) tenth (10th) anniversary of the Grant Date of the Option. (c) This Agreement and the Option shall terminate on the earlier of (i) the sixth (6th) tenth (10th) anniversary of the Grant Date, or (ii) the date as of which the Option has been fully exercised.
Exercise Periods. This Warrant is exercisable as provided for in Section 1 and shall expire on the Expiration Date. This Warrant and all rights and options hereunder shall expire on the Expiration Date, and shall be wholly null and void and of no value to the extent this Warrant is not exercised before it expires.
Exercise Periods. This Warrant is exercisable as provided for in Section 1 immediately upon issuance and shall expire on the Expiration Date. This Warrant and all rights and options hereunder shall expire on the Expiration Date, and shall be wholly null and void and of no value to the extent this Warrant is not exercised before it expires.
Exercise Periods. Subject to Section 3(c), the Option shall expire three months after the termination of the Participant's employment with, or services to, the Company or its Subsidiaries as an Employee or Director (the "Services") unless the Services are terminated by the Company or its Subsidiaries for Cause (as defined below) or unless the Services are terminated by reason of the death or Total Disability (as defined below) of Participant. If the Participant's Services are terminated by the Company or its Subs...idiaries for Cause, the Option shall expire as of the date such Services terminate. If the Participant's Services terminate due to Participant's death or Total Disability, then the Option may be exercised by Participant or the person or persons to which Participant's rights under this Agreement pass by will, or if no such person has such right, by Participant's executors or administrators, within six months after the date of death or Total Disability, but no later than the expiration date specified in Section 3(c) below. "Cause" means, as determined by the Committee, the Participant's (i) act(s) of fraud or dishonesty, (ii) knowing and material failure to comply with applicable laws or regulations or satisfactorily perform Participant's Services, (iii) insubordination or (iv) drug or alcohol abuse. "Total Disability" means the complete and permanent inability of the Participant to perform all of Participant's duties under the terms of Participant's employment with the Company or its Subsidiaries, as determined by the Committee upon the basis of such evidence, including independent medical reports and data, the Committee deems appropriate or necessary. For the avoidance of doubt, if an employee becomes a consultant or a Director, without a break in service to the Company, "Service" shall include both employment as an employee and service as a consultant or Director and no termination of Service shall occur. Any exercise shall be accompanied by a written notice to the Company specifying the number of shares as to which this Option is being exercised (the "Option Shares"). Notations of any partial exercise or installment exercise, shall be made by the Company in its records. (c) Subject to the earlier expiration of the Option pursuant to Section 2, this Option shall expire on the tenth anniversary of the Grant Date. (d) The Participant hereby agrees to notify the Company in writing in the event shares acquired pursuant to the exercise of this Option are transferred, other than by will or by the laws of descent and distribution, within two years after the Grant Date or within one year after the issuance of such shares pursuant to such exercise.View More
Exercise Periods. Subject to Section 3(c), the The Option shall expire three months after the termination of the Participant's employment with, or services to, with the Company or its Subsidiaries as an Employee or Director (the "Services") unless the Services are employment is terminated by the Company or its Subsidiaries for Cause (as defined below) or unless the Services are employment is terminated by reason of the death or Total Disability (as defined below) of Participant. If the Participant's Services are...employment is terminated by the Company or its Subsidiaries for Cause, the Option shall expire as of the date such Services terminate. employment terminates. If the Participant's Services terminate employment terminates due to Participant's his death or Total Disability, then the Option may be exercised by Participant or the person or persons to which Participant's rights under this Agreement pass by will, or if no such person has such right, by Participant's his executors or administrators, within six months after the date of death or Total Disability, but no later than the expiration date specified in Section 3(c) 3(d) below. "Cause" means, as determined by the Committee, means the Participant's (i) act(s) of fraud or dishonesty, (ii) knowing and material failure to comply with applicable laws or regulations regulations, or satisfactorily perform Participant's Services, (iii) insubordination or (iv) drug or alcohol abuse. abuse, in any case as determined by the Committee. "Total Disability" means the complete and permanent inability of the Participant to perform all of Participant's his or her duties under the terms of Participant's his or her employment with the Company or its Subsidiaries, as determined by the Committee upon the basis of such evidence, including independent medical reports and data, the Committee deems appropriate or necessary. For the avoidance of doubt, if an employee becomes a consultant or a Director, without a break in service to the Company, "Service" shall include both employment as an employee and service as a consultant or Director and no termination of Service shall occur. Any exercise shall be accompanied by a written notice to the Company specifying the number of shares as to which this Option is being exercised (the "Option Shares"). Notations of any partial exercise or installment exercise, shall be made by the Company in its records. (c) Subject Notwithstanding Section 3(a) above, this Option shall be fully exercisable in the event Participant's employment with the Company or its Subsidiaries is terminated by the Participant for "Good Reason" (as defined below), or the Company or its Subsidiaries terminates the Participant's employment without "Cause" (as defined above). "Good Reason" means the Participant's termination of employment with the Company or its Subsidiaries on or after a reduction in his compensation or benefits, his removal as the Company's Vice-Chairman of the Board or President, or his being assigned duties or responsibilities that are inconsistent with the dignity, importance or scope of his position with the Company. (d) Notwithstanding anything else herein to the earlier expiration of the Option pursuant to Section 2, contrary, this Option shall expire on the tenth anniversary of the Grant Date. (d) (e) The Participant hereby agrees to notify the Company in writing in the event shares acquired pursuant to the exercise of this Option are transferred, other than by will or by the laws of descent and distribution, within two years after the Grant Date or within one year after the issuance of such shares pursuant to such exercise. View More
