Expiration Clause Example with 13 Variations from Business Contracts

Expiration. (a)In (a) In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant (such ten-year period, the "Option Period"); provided, that if the Option Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company's securities trading policy (or Company-imposed "blackout period"), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition (but not t...o the extent that any such extension would otherwise violate Section 409A of the Code). (b)If, (b) If, prior to the end of the Option Period, the Participant's employment with, directorship with, or engagement to provide services to, the Company and all Affiliates Subsidiaries is terminated without Cause or by the Participant for any reason, Cause, then the Option shall expire on the earlier of the last day of the Option Period or and the date that is 90 days after the date of such termination; provided, however, that if termination. (c) If (i) the Participant's employment with, directorship with, or engagement to provide services to, the Company and its Affiliates is terminated and the Participant is subsequently rehired, reappointed or reengaged by the Company or any Affiliate within 90 days following such termination and prior to the expiration of the Option, the Participant shall not be considered to have undergone a termination of employment or service, as applicable. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the Participant until its expiration only to the extent that the Option was exercisable at the time of such termination. (c)If (i) the Participant's employment with, or engagement to provide services to, the Company all Subsidiaries is terminated prior to the end of the Option Period on account of his or her Disability, (ii) the Participant dies while still a director of, or still in the employ or engagement of the Company or an Affiliate a Subsidiary or (iii) the Participant dies following a termination described in subsection (b) above but prior to the expiration of the an Option, the Option shall expire on the earlier of the last day of the Option Period or and the date that is one (1) year after the date of death or termination on account of Disability of the Participant, as applicable. In such event, (d) If, prior to the end of the Option shall remain exercisable by Period, the Participant or Participant's beneficiary, as applicable, until its expiration only to the extent that the Option was exercisable by the Participant at the time of such event. (d)If the Participant ceases employment with, directorship with, or engagement to provide services to, the Company and all Subsidiaries is terminated for Cause or any Affiliates due to a termination for Cause, the Participant's resignation, the Option (whether vested or unvested) shall expire immediately upon such termination. termination or resignation. 2 4. Method of Exercise and Form of Payment. No portion of the Option shall be exercisable unless vested. No Option Shares shall be delivered pursuant to any exercise of the Option until the Participant has paid in full to the Company the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit in its sole discretion, including without limitation: (A) in other property having a Fair Market Value equal to the Exercise Price and all applicable required withholding taxes, (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted "cashless exercise" pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes, or (C) by means of a "net exercise" procedure effected by withholding the minimum number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Common Stock resulting from the application of this Section 4 shall be settled in cash. View More

Expiration. (a)In (a) In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant (such ten-year period, the "Option Period"); Period")[; provided, that if the Option Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company's securities trading insider-trading policy (or Company-imposed "blackout period"), the Option Period shall shall, unless otherwise provided by the Committee, be automatically exten...ded until the 30th day following the expiration of such prohibition (but not to the extent that any such extension would otherwise violate Section 409A of the Code). (b)If, Code) or the Committee may provide for the automatic exercise of the Option immediately prior to the expiration of the Option Period]5. 3 To be included only for persons with Change of Control acceleration. 4 To be included only for persons with Change of Control acceleration. 5 To be included only for non-US participants, board members and consultants. 2 (b) If, prior to the end of the Option Period, the Participant's employment with, or engagement to provide services to, the Company and all Affiliates Continuous Service is terminated without Cause or by the Participant for any reason, reason other than set forth in Section 3(c) or Section 3(d) below, then the Option shall expire on the earlier of the last day of the Option Period or and the date that is 90 days after the date of such termination; provided, however, that if the Participant's employment with, or engagement to provide services to, the Company and its Affiliates is terminated and the Participant is subsequently rehired, reappointed or reengaged by the Company or any Affiliate within 90 days following such termination and prior to the expiration of the Option, the Participant shall not be considered to have undergone a termination of employment or service, as applicable. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the Participant until its expiration only to the extent that the Option was exercisable at the time of such termination. (c)If (c) If (i) the Participant's employment with, or engagement to provide services to, the Company Continuous Service is terminated prior to the end of the Option Period on account of his due to the Participant's death or her Disability, (ii) the Participant dies while still in the employ or engagement of the Company or an Affiliate or (iii) the Participant dies following a termination described in subsection (b) above but prior to the expiration of the Option, the Option shall expire on the earlier of the last day of the Option Period or and the date that is one (1) year after the date of death or termination on account of Disability death. (d) If, prior to the end of the Participant, as applicable. In such event, Option Period, the Option shall remain exercisable Participant's Continuous Service is terminated for Cause or by the Participant or Participant's beneficiary, as applicable, until its expiration only to the extent that the Option was exercisable by the Participant at the time of such event. (d)If the Participant ceases employment with, or engagement to provide services to, the Company or any Affiliates due to a termination for Cause, voluntarily, the Option (whether vested or unvested) shall expire immediately upon such termination. termination or resignation. View More

Expiration. (a)In Subject to Sections 8 and 9 hereof: (a) In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant (such ten-year period, the "Option Period"); provided, that if the Option Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company's securities trading policy (or Company-imposed "blackout period"), any Trading Policy or Black Out Period, the Option Period shall be automatically extende...d until the 30th day following the expiration of such prohibition (but not to the extent that any such extension would otherwise violate Section 409A of the Code). (b)If, (b) If, prior to the end of the Option Period, the Participant's employment with, directorship with, or engagement to provide services to, the Company and all Affiliates or any of its Subsidiaries is terminated without Cause or by the Participant for any reason, then the Option shall expire on the earlier of the last day of the Option Period or and the date that is 90 days after the date of such termination; provided, however, that if the Participant's employment with, employment, directorship or engagement to provide services to, to the Company and or any of its Affiliates Subsidiaries is terminated and the Participant is subsequently rehired, reappointed or reengaged by the Company or any Affiliate of its Subsidiaries within 90 days following such termination and prior to the expiration of the Option, the Participant shall not be considered to have undergone a termination of employment or service, as applicable. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the Participant until its expiration only to the extent that the Option was exercisable at the time of such termination. (c)If (c) If (i) the Participant's employment with, directorship with, or engagement to provide services to, the Company or any of its Subsidiaries is terminated prior to the end of the Option Period on account of his or her Disability, (ii) the Participant dies while still a director of, or still in the employ or engagement of the Company or an Affiliate any of its Subsidiaries, or (iii) the Participant dies following a termination described in subsection (b) above but prior to the expiration of the an Option, the Option shall expire on the earlier of the last day of the Option Period or and the date that is one (1) year after the date of death or termination on account of Disability of the Participant, as applicable. In such event, the Option shall remain exercisable by the Participant or Participant's beneficiary, as applicable, until its expiration only to the extent that the Option was exercisable by the Participant at the time of such event. (d)If (d) If the Participant ceases employment with, with or engagement to provide services to, to the Company or any Affiliates of its Subsidiaries or is removed as a director due to a termination for Cause, the Option (whether vested or unvested) shall expire immediately upon such termination. 2 5. Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until the Participant has paid in full to the Company the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (a) in cash, check, cash equivalent and/or in shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Common Stock are not subject to any pledge or other security interest; or (b) by such other method as the Committee may permit, including without limitation: (i) in other property having a Fair Market Value equal to the Exercise Price and all applicable required withholding taxes, (ii) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted "cashless exercise" pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes, or (iii) by means of a "net exercise" procedure effected by withholding the minimum number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Common Stock resulting from the application of this Section 5 shall be settled in cash. View More

Expiration. (a)In (a) In no event shall all or any portion of the Option Options be exercisable after the tenth annual anniversary of Expiration Date set forth in the Notice (such maximum period following the Date of Grant (such ten-year period, Grant, the "Option Period"); provided, that if the Option Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company's securities trading policy (or Company-imposed "blackout period"), the Option Period shall be automatical...ly extended until the 30th day following the expiration of such prohibition (but not to the extent that any such extension would otherwise violate Section 409A of the Code). (b)If, Period"). (b) If, prior to the end of the Option Period, the Participant's employment with, or engagement to provide services to, the Company and all Affiliates Continued Service is terminated without Cause or by the Participant for any reason, then the Option Options shall expire on the earlier of the last day of the Option Period or and the date that is 90 days after the date of such termination; provided, however, that if the Participant's employment with, or engagement to provide services to, the Company and its Affiliates is terminated and the Participant is subsequently rehired, reappointed or reengaged by the Company or any Affiliate within 90 days following such termination and prior to the expiration of the Option, the Participant termination, but shall not be considered to have undergone a termination of employment or service, as applicable. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the Participant until its expiration only to the extent that the Option was Options were exercisable at the time of such termination. (c)If (c) If (i) the Participant's employment with, or engagement to provide services to, the Company Continued Service is terminated prior to the end of the Option Period on account of his or her the Participant's Disability, (ii) the Participant dies while still in the employ or engagement of the Company or an Affiliate Continued Service, or (iii) the Participant dies following a termination described in subsection (b) above but prior to the expiration of the an Option, the Option Options shall expire on the earlier of the last day of the Option Period or and the date that is one (1) year after the date of death or termination on account of Disability of the Participant, as applicable. In such event, the Option applicable, but shall remain be exercisable by the Participant or Participant's beneficiary, as applicable, until its expiration only to the extent that the Option was Options were exercisable by the Participant at the time of such event. (d)If termination. (d) If the Participant Participant's Continued Service ceases employment with, or engagement to provide services to, the Company or any Affiliates due to a termination for Cause, the Option Options (whether vested or unvested) shall expire immediately upon such termination. View More

Expiration. (a)In (a) In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant (such ten-year period, (the "Option Period"). (b) Except as otherwise provided herein (or as otherwise provided in an employment, consulting or other written agreement between the "Option Period"); provided, that Participant and the Company or any of its Affiliates), if the Option Period would expire at a time when trading in the shares of Common Stock is prohibited... by the Company's securities trading policy (or Company-imposed "blackout period"), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition (but not to the extent that any such extension would otherwise violate Section 409A of the Code). (b)If, prior to the end of the Option Period, the Participant's employment with, or engagement to provide services to, service with the Company and all Affiliates is terminated without Cause or by the Participant for any reason, then Company or its Affiliates without Cause, the Option shall expire on the earlier of (A) the last day of the Option Period or (B) the date that is 90 days three (3) months after the date of such termination; provided, however, that if the Participant's employment with, or engagement to provide services to, the Company and its Affiliates is terminated and the Participant is subsequently rehired, reappointed or reengaged by the Company or any Affiliate within 90 days following such termination and prior to the expiration of the Option, the Participant shall not be considered to have undergone a termination of employment or service, as applicable. termination. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the Participant until its expiration only to the extent that the Option was exercisable at the time of such termination. (c)If (i) (c) Except as otherwise provided herein (or as otherwise provided in an employment, consulting or other written agreement between the Participant's employment with, or engagement to provide services to, Participant and the Company or any of its Affiliates), if the Participant dies or is terminated on account of Disability prior to the end of the Option Period on account of his or her Disability, (ii) the Participant dies and while still in the employ or engagement service of the Company or an Affiliate or (iii) the Participant dies following a termination described in subsection (b) above but prior to the expiration of the Option, Affiliate, the Option shall expire on remain exercisable by the Participant or his or her beneficiary, as applicable, until the earlier of (i) the last day of the Option Period or (ii) the date that is one (1) year after the date of death or termination on account of Disability of the Participant, as applicable. In such event, the event of a termination described in this subsection (c), the Option shall remain exercisable by the Participant or Participant's beneficiary, as applicable, until its expiration only to the extent that the Option was exercisable by the Participant at the time of such event. (d)If termination. 2 (d) Except as otherwise provided in an employment, consulting or other written agreement between the Participant and the Company or any of its Affiliates, if the Participant ceases employment with, or engagement to provide services to, service of the Company or any of its Affiliates due to (i) a termination for Cause, Cause or (ii) a termination by the Participant for any reason, the Option (whether (including any vested or unvested) portion of the Option) shall expire immediately upon such termination. cessation of employment or service. View More

Expiration. (a)In (a) In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant (such ten-year period, (the "Option Period"). (b) Except as otherwise provided in an employment, consulting or other written agreement between the "Option Period"); provided, that Participant and the Company or any of its Subsidiaries, if the Option Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company's securities tra...ding policy (or Company-imposed "blackout period"), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition (but not to the extent that any such extension would otherwise violate Section 409A of the Code). (b)If, prior to the end of the Option Period, the Participant's employment with, or engagement to provide services to, service with the Company and all Affiliates Subsidiaries is terminated (i) by the Company or its Subsidiaries without Cause or by the Participant for any reason, then the Option shall expire on the earlier of the last day of the Option Period or the date that is 90 days after the date of such termination; provided, however, that if termination, or (ii) by the Participant for any reason other than at a time when grounds to terminate the Participant's employment with, or engagement to provide services to, for Cause exist, the Company and its Affiliates is terminated and Option shall expire on the Participant is subsequently rehired, reappointed or reengaged by the Company or any Affiliate within 90 days following such termination and prior to the expiration earlier of the Option, last day of the Participant shall not be considered to have undergone a termination Option Period or the date that is 30 days after the date of employment or service, as applicable. such termination. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the Participant until its expiration only to the extent that the Option was exercisable at the time of such termination. (c)If (i) (c) Except as otherwise provided in an employment, consulting or other written agreement between the Participant's employment with, or engagement to provide services to, Participant and the Company or any of its Subsidiaries, if the Participant dies or is terminated on account of Disability prior to the end of the Option Period on account of his or her Disability, (ii) the Participant dies and while still in the employ or engagement service of the Company or an Affiliate or (iii) the Participant dies following a termination described in subsection (b) above but prior to the expiration of the Option, Subsidiary, the Option shall expire on remain exercisable by the Participant or his or her beneficiary, as applicable, until the earlier of the last day of the Option Period or the date that is one (1) year after the date of death or termination on account of Disability of the Participant, as applicable. In such event, the event of a termination described in this subsection (c), the Option shall remain exercisable by the Participant or Participant's beneficiary, as applicable, until its expiration only to the extent that the Option was exercisable by the Participant at the time of such event. (d)If termination. 2 (d) If the Participant ceases employment with, or engagement to provide services to, service of the Company or any Affiliates of its Subsidiaries due to a termination for Cause, Cause or a termination by the Participant for any reason at a time when grounds to terminate the Participant's employment for Cause exist, the Option (whether (including any vested or unvested) portion of the Option) shall expire immediately upon such termination. cessation of employment or service. View More

Expiration. (a)In (a) In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant (such ten-year period, the "Option Period"); provided, that if the Option Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company's securities trading policy (or Company-imposed "blackout period"), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition (but not t...o the extent that any such extension would otherwise violate Section 409A of the Code). (b)If, (b) If, prior to the end of the Option Period, the Participant's employment with, directorship with, or engagement to provide services to, the Company and all Affiliates Subsidiaries is terminated without Cause or by the Participant for any reason, Good Reason (if applicable), then the Option shall expire on the earlier of the last day of the Option Period or and the date that is 90 days after the date of such termination; provided, however, termination or with respect to any Performance-Vesting Option that vests following such termination or employment or service in accordance with Section 3(c)(i) of Exhibit A, the 90th day following the applicable vesting date, if later. (c) If (i) the Participant's employment with, directorship with, or engagement to provide services to, the Company and its Affiliates is terminated and the Participant is subsequently rehired, reappointed or reengaged by the Company or any Affiliate within 90 days following such termination and prior to the expiration of the Option, the Participant shall not be considered to have undergone a termination of employment or service, as applicable. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the Participant until its expiration only to the extent that the Option was exercisable at the time of such termination. (c)If (i) the Participant's employment with, or engagement to provide services to, the Company all Subsidiaries is terminated prior to the end of the Option Period on account of his or her Disability, (ii) the Participant dies while still a director of, or still in the employ or engagement of the Company or an Affiliate a Subsidiary or (iii) the Participant dies following a termination described in subsection (b) above but prior to the expiration of the an Option, the Option shall expire on the earlier of the last day of the Option Period or and the date that is one (1) year after the date of death or termination on account of Disability of the Participant, as applicable. In applicable, or, with respect to any Performance-Vesting Option that vests following such event, termination or employment or service in accordance with Section 2 above, the 90th day following the applicable vesting date, if later. 2 (d) If, prior to the end of the Option shall remain exercisable by Period, the Participant or Participant's beneficiary, as applicable, until its expiration only to the extent that the Option was exercisable by the Participant at the time of such event. (d)If the Participant ceases employment with, directorship with, or engagement to provide services to, the Company and all Subsidiaries is terminated for Cause or any Affiliates due to a termination for Cause, by the Participant without Good Reason (if applicable), the Option (whether vested or unvested) shall expire immediately upon such termination. View More

Expiration. (a)In (a) In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant (such ten-year period, (the "Option Period"). (b) Except as otherwise provided herein (or as otherwise provided in an employment, consulting or other written agreement between the "Option Period"); provided, that Participant and the Company or any of its Affiliates), if the Option Period would expire at a time when trading in the shares of Common Stock is prohibited... by the Company's securities trading policy (or Company-imposed "blackout period"), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition (but not to the extent that any such extension would otherwise violate Section 409A of the Code). (b)If, prior to the end of the Option Period, the Participant's employment with, or engagement to provide services to, service with the Company and all Affiliates is terminated (i) by the Company or its Affiliates without Cause or Cause, by the Participant for any reason, then Good Reason or upon the Expiration Date, the Option shall expire on the earlier of (A) the last day of the Option Period or (B) the date that is 90 days one year after the date of such termination; provided, however, that if termination, or (ii) by the Participant for any reason other than at a time when grounds to terminate the Participant's employment with, or engagement to provide services to, the Company and its Affiliates is terminated and the Participant is subsequently rehired, reappointed or reengaged by the Company or any Affiliate within 90 days following such termination and prior to the expiration of the Option, the Participant shall not be considered to have undergone a termination of employment or service, as applicable. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the Participant until its expiration only to the extent that the Option was exercisable at the time of such termination. (c)If (i) the Participant's employment with, or engagement to provide services to, the Company is terminated prior to the end of the Option Period on account of his or her Disability, (ii) the Participant dies while still in the employ or engagement of the Company or an Affiliate or (iii) the Participant dies following a termination described in subsection (b) above but prior to the expiration of the Option, for Cause exist, the Option shall expire on the earlier of the last day of the Option Period or the date that is one (1) year after the date of such termination. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the 2 Participant until its expiration only to the extent the Option was exercisable at the time of such termination. (c) Except as otherwise provided herein (or as otherwise provided in an employment, consulting or other written agreement between the Participant and the Company or any of its Affiliates), if the Participant dies or is terminated on account of Disability prior to the end of the Option Period and while still in the employ or service of the Company or an Affiliate, the Option shall remain exercisable by the Participant or his or her beneficiary, as applicable, until the earlier of the last day of the Option Period or the date that is one year after the date of death or termination on account of Disability of the Participant, as applicable. In such event, the event of a termination described in this subsection (c), the Option shall remain exercisable by the Participant or Participant's beneficiary, as applicable, until its expiration only to the extent that the Option was exercisable by the Participant at the time of such event. (d)If termination. (d) Except as otherwise provided in an employment, consulting or other written agreement between the Participant and the Company or any of its Affiliates, if the Participant ceases employment with, or engagement to provide services to, service of the Company or any of its Affiliates due to a termination for Cause, Cause or a termination by the Participant for any reason at a time when grounds to terminate the Participant's employment for Cause exist, the Option (whether (including any vested or unvested) portion of the Option) shall expire immediately upon such termination. cessation of employment or service. View More

Expiration. (a)In (a) In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant (such ten-year period, the "Option Period"); provided, that if the Option Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company's securities trading policy (or Company-imposed "blackout period"), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition (but not t...o the extent that any such extension would otherwise violate Section 409A of the Code). (b)If, (b) If, prior to the end of the Option Period, the Participant's employment with, or engagement to provide services to, the Company and all Affiliates is terminated without Cause or by the Participant for any reason, then the Option shall expire on the earlier of the last day of the Option Period or the date that is 90 days after the date of such termination; provided, however, that if the Participant's employment with, or engagement to provide services to, the Company and its Affiliates is terminated and the Participant is subsequently rehired, reappointed or reengaged by the Company or any Affiliate within 90 days following such termination and prior to the expiration of the Option, the Participant shall not be considered to have undergone a termination of employment or service, as applicable. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the Participant until its expiration only to the extent that the Option was exercisable at the time of such termination. (c)If (c) If (i) the Participant's employment with, or engagement to provide services to, the Company is terminated prior to the end of the Option Period on account of his or her Disability, (ii) the Participant dies while still in the employ or engagement of the Company or an Affiliate or (iii) the Participant dies following a termination described in subsection (b) above but prior to the expiration of the Option, the Option shall expire on the earlier of the last day of the Option Period or the date that is one (1) year after the date of death or termination on account of Disability of the Participant, as applicable. In such event, the Option shall remain exercisable by the Participant or Participant's beneficiary, as applicable, until its expiration only to the extent that the Option was exercisable by the Participant at the time of such event. (d)If (d) If the Participant ceases employment with, with or engagement to provide services to, to the Company or any Affiliates due to a termination for Cause, the Option (whether vested or unvested) shall expire immediately upon such termination. 2 5. Method of Exercise and Form of Payment. No Option Shares shall be delivered pursuant to any exercise of the Option until payment in full to the Company of the Exercise Price and an amount equal to any U.S. federal, state, local and non-U.S. income and employment taxes required to be withheld. The Option may be exercised by delivery of written or electronic notice of exercise to the Company or its designee (including a third-party-administrator) in accordance with the terms hereof. The Exercise Price and all applicable required withholding taxes shall be payable (i) in cash, check, cash equivalent and/or in shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company); provided that such shares of Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit, including without limitation: (A) in other property having a Fair Market Value equal to the Exercise Price and all applicable required withholding taxes or (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted "cashless exercise" pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding taxes; or (C) by means of a "net exercise" procedure effected by withholding the minimum number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay for the Exercise Price and all applicable required withholding taxes. Any fractional shares of Common Stock resulting from the application of this Section 5 shall be settled in cash. View More

Expiration. (a)In (a) In no event shall all or any portion of the Option be exercisable after the tenth annual anniversary of the Date of Grant (such ten-year period, the "Option Period"); provided, that if the Option Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company's securities trading policy (or Company-imposed "blackout period"), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition (but not t...o the extent that any such extension would otherwise violate Section 409A of the Code). (b)If, (b) If, prior to the end of the Option Period, the Participant's employment with, directorship with, or engagement to provide services to, the Company and all Affiliates is terminated without Cause or by the Participant for any reason, then the Option shall expire on the earlier of the last day of the Option Period or and the date that is 90 days after the date of such termination; termination or with respect to any Tranche B Option that vests following such termination or employment or service in accordance with Section 2 above, the 90th day following the applicable vesting date, if later; provided, however, that if the Participant's employment with, employment, directorship or engagement to provide services to, to the Company and its Affiliates is terminated and the Participant is subsequently rehired, reappointed or reengaged by the Company or any Affiliate within 90 days following such termination and prior to the expiration of the Option, the Participant shall not be considered to have undergone a termination of employment or service, as applicable. In the event of a termination described in this subsection (b), the Option shall remain exercisable by the Participant until its expiration only to the extent that the Option was exercisable at the time of such termination. (c)If (c) If (i) the Participant's employment with, directorship with, or engagement to provide services to, the Company is terminated prior to the end of the Option Period on account of his or her Disability, (ii) the Participant dies while still a director of, or still in the employ or engagement of the Company or an Affiliate or (iii) the Participant dies following a termination described in subsection (b) above but prior to the expiration of the an Option, the Option shall expire on the earlier of the last day of the Option Period or and the date that is one (1) year after the date of death or termination on account of Disability of the Participant, as applicable. In applicable, or, with respect to any Tranche B Option that vests following such event, termination or employment or service in accordance with Section 2 above, the Option shall remain exercisable by 90th day following the Participant or Participant's beneficiary, as applicable, until its expiration only to the extent that the Option was exercisable by the Participant at the time of such event. (d)If applicable vesting date, if later. (d) If the Participant ceases employment with, with or engagement to provide services to, to the Company or any Affiliates or is removed as a director due to a termination for Cause, the Option (whether vested or unvested) shall expire immediately upon such termination. View More