Securities Law Compliance Clause Example with 9 Variations from Business Contracts
This page contains Securities Law Compliance 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.
Securities Law Compliance. In no event may you exercise your option unless the Common Shares issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exer...cise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). I-2 8. TERM. You may not exercise your option before the Date of Grant or after the expiration of the option's term. The term of your option expires, subject to the provisions of Sections 5(h) and 9(e) of the Plan, upon the earliest of the following: (a) immediately upon the termination of your Continuous Service for Cause; (b) three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, or your death (except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three-month period your option is not exercisable solely because of the condition set forth in the section above relating to "Securities Law Compliance," your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further, if during any part of such three (3) month period, the sale of any Common Shares received upon exercise of your option would violate the Company's insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Shares received upon exercise of your option would not be in violation of the Company's insider trading policy. Notwithstanding the foregoing, if (A) you are a Non-Exempt Employee, (B) your Continuous Service terminates within six (6) months after the Date of Grant, and (C) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (I) the date that is seven (7) months after the Date of Grant, and (II) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date; (c) twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d) below); (d) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; or (e) the Expiration Date indicated in your Grant Notice. If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option's exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates.View More
Variations of a "Securities Law Compliance" Clause from Business Contracts
Securities Law Compliance. In no event may you exercise your option unless the Common Shares issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exer...cise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). I-2 8. TERM. applicable).6.TERM. You may not exercise your option before the Date of Grant or after the expiration of the option's term. The term of your option expires, subject to the provisions of Sections Section 5(h) and 9(e) of the Plan, upon the earliest of the following: (a) following:(a) immediately upon the termination of your Continuous Service for Cause; (b) Cause;(b) three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, or your death (except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three-month period your option is not exercisable solely because of the condition set forth in the section Section 7 above relating to "Securities Law Compliance," your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further, that if during any part of such three (3) month period, the sale of any Common Shares received upon exercise of your option would violate the Company's insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Shares received upon exercise of your option would not be in violation of the Company's insider trading policy. Notwithstanding the foregoing, if (A) (i) you are a Non-Exempt Employee, (B) (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (C) (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (I) (A) the date that is seven (7) months after the Date of Grant, and (II) (B) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date; (c) Date;(c) twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d) below); (d) 8(d)) below;(d) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; or (e) Cause;(e) the Expiration Date indicated in your Stock Option Grant Notice. If your option is an Incentive Stock Option, note that to obtain Notice; and(f) the federal income tax advantages associated with an Incentive Stock Option, day before the Code requires that at all times beginning on tenth (10th) anniversary of the Date of Grant and ending on Grant.7.EXERCISE. (a) You may exercise the day three (3) months before the date vested portion of your option's exercise, option during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company's Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require. (b) By exercising your option you must be agree that, as a condition to any exercise of your option, the Company may require you to enter into an employee arrangement providing for the payment by you to the Company of any tax and social security withholding obligation of the Company or an Affiliate, except in arising by reason of (i) the event exercise of your death option, or Disability. The Company has provided for extended exercisability (ii) the disposition of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily shares of Common Stock acquired upon such exercise. You further agree to execute and deliver such other agreements as may be treated as an Incentive Stock Option if you continue to provide services to reasonably requested by the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 9(d). The underwriters of the Company's stock are intended third party beneficiaries of this Section 9(d) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto.8.TRANSFERABILITY. Your option is not transferable, except by will or an Affiliate terminates. by the laws of descent and distribution, and is exercisable during your life only by you. View More
Securities Law Compliance. In no event may you exercise your option the Option (or any vested portion thereof) unless the shares of Common Shares Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option the Option (or any vested portion thereof) also must comply with all other applicable laws and regulation...s governing your option, the Option, and you may not exercise your option the Option (or any vested portion thereof) if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). I-2 8. 2 9. TERM. You may not exercise your option the Option before the Date of Grant or after the expiration of the option's term. term of the Option. The term of your option the Option expires, subject to the provisions of Sections Section 5(h) and 9(e) of the Plan, upon the earliest of the following: (a) immediately upon the date on which the event giving rise to the termination for Cause first occurred (or, if required by law, the date of the termination of your Continuous Service for Cause; Cause); (b) three (3) six (6) months after the termination of your Continuous Service for any reason other than for Cause, your Disability, Retirement, your Disability or your death (except as otherwise provided in Section 8(d) 9(d) below); provided, however, that if during any part of such three-month six (6) month period your option the Option is not exercisable solely because of doing so would violate the condition set forth in registration requirements under the section above relating to "Securities Law Compliance," your option Securities Act, the Option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) six (6) months after the termination of your Continuous Service; provided further, that if during any part of such three (3) month period, the sale of any Common Shares received upon exercise of your option would violate the Company's insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Shares received upon exercise of your option would not be in violation of the Company's insider trading policy. Notwithstanding the foregoing, if (A) (i) you are a Non-Exempt Employee, (B) (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (C) (iii) you have vested in a portion of your option the Option at the time of your termination of Continuous Service, your option the Option will not expire until the earlier of (x) (A) the later of (I) (x) the date that is seven (7) months after the Date of Grant, and (II) (y) the date that is three (3) six (6) months after the termination of your Continuous Service, and (y) (B) the Expiration Date; (c) twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d) 9(d) below); (d) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; (e) twenty-four (24) months after the termination of your Continuous Service due to your Retirement; (f) unless this Option is not assumed, continued or (e) replaced by the successor or acquiring entity, twelve (12) months after the termination of your Continuous Service, where such termination occurs either (i) as a condition of a Change in Control or (ii) upon the effectiveness of a Change in Control; (g) the Expiration Date indicated in your Grant Notice. Notice; or (h) the day before the tenth (10th) anniversary of the Date of Grant. If your option the Option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option's the Option's exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option the Option under certain circumstances for your benefit but cannot guarantee that your option the Option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise 3 exercise your option the Option more than three (3) months after the date your employment with the Company or an Affiliate terminates. View More
Securities Law Compliance. In no event Notwithstanding anything to the contrary contained herein, you may you not exercise your option unless the shares of Common Shares Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that your such exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other... applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). I-2 8. TERM. regulations. A- ii 7. Term. You may not exercise your option before the Date of Grant commencement or after the expiration of the option's its term. The term of your option expires, subject to commences on the provisions Date of Sections 5(h) Grant and 9(e) of the Plan, expires upon the earliest of the following: (a) immediately upon the termination of your Continuous Service for Cause; (b) three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, Disability or your death (except as otherwise death, provided in Section 8(d) below); provided, however, that if during any part of such three-month three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to "Securities Law Compliance," Section 6, your option will shall not expire until the earlier of the Expiration Date or until it has shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further, if during any part of such three (3) month period, the sale of any Common Shares received upon exercise of your option would violate the Company's insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Shares received upon exercise of your option would not be in violation of the Company's insider trading policy. Notwithstanding the foregoing, if (A) you are a Non-Exempt Employee, (B) your Continuous Service terminates within six (6) months after the Date of Grant, and (C) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (I) the date that is seven (7) months after the Date of Grant, and (II) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date; (c) (b) twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d) below); (d) Disability; (c) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; or (e) terminates; (d) the Expiration Date indicated in your Grant Notice. Notice; or (e) the day before the tenth (10th) anniversary of the Date of Grant. If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date date of Grant grant of your option and ending on the day three (3) months before the date of your option's exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. your permanent and total disability, as defined in Section 22(e) of the Code. (The definition of disability in Section 22(e) of the Code is different from the definition of the Disability under the Plan). The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. View More
Securities Law Compliance. In no event You may you exercise your option unless vested options and the Company will issue shares of Class A Common Shares Stock pursuant to such exercise so long as: (i) the shares of Class A Common Stock issuable upon such exercise are then registered under the Securities Act or, Act, or (ii) if not registered, the Company has determined that your such exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your optio...n also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). I-2 8. regulations. -2- 7. TERM. You may not exercise your vested option before after the Date of Grant or after and before the expiration of the option's term. The term of your option expires, subject to the provisions of Sections Section 5(h) and 9(e) of the Plan, Plan and your Employment Agreement (if applicable), upon the earliest of the following: (a) immediately upon the termination of your Continuous Service for Cause; (b) three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, Disability or your death (except as otherwise provided in Section 8(d) 7(d) below); provided, however, that if during any part of such three-month three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to "Securities Law Compliance," or because of restrictions that may apply to such exercise under the Company's insider trading policy, your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further, if during any part of such three (3) month period, the sale of any Common Shares received upon exercise of your option would violate the Company's insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Shares received upon exercise of your option would not be in violation of the Company's insider trading policy. Service. Notwithstanding the foregoing, if (A) (i) you are a Non-Exempt Employee, (B) (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (C) (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (I) (A) the date that is seven (7) months after the Date of Grant, and (II) (B) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date; (c) twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d) below); 7(d)) below; (d) eighteen (18) twelve (12) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; or (e) the Expiration Date indicated in your Grant Notice. If your option is an Incentive Stock Option, note that to obtain Notice; or (f) the federal income tax advantages associated with an Incentive Stock Option, day before the Code requires that at all times beginning on tenth (10th) anniversary of the Date of Grant and ending on the day three (3) months before the date of your option's exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. Grant. View More
Securities Law Compliance. In no event may you exercise your option unless the shares of Common Shares Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determine...s that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), 1.401(k)- 1(d)(3), if applicable). I-2 2 8. TERM. You may not exercise your option before the Date of Grant or after the expiration of the option's term. The term of your option expires, subject to the provisions of Sections Section 5(h) and 9(e) of the Plan, upon the earliest of the following: (a) immediately upon the termination of your Continuous Service for Cause; (b) three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, Disability or your death (except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three-month three month period your option is not exercisable solely because of the condition set forth in the section above relating to "Securities Law Compliance," your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further, that if during any part of such three (3) month period, the sale of any Common Shares received upon exercise of your option would violate the Company's insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Shares received upon exercise of your option would not be in violation of the Company's insider trading policy. Notwithstanding the foregoing, if (A) (i) you are a Non-Exempt Employee, (B) (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (C) (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (I) (A) the date that is seven (7) months after the Date of Grant, and (II) (B) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date; (c) twelve (12) 12 months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d) below); 8(d)) below; (d) eighteen (18) 18 months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; or (e) the Expiration Date indicated in your Grant Notice. Notice; or (f) the day before the 10th anniversary of the Date of Grant. If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option's exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. View More
Securities Law Compliance. In no event Notwithstanding anything to the contrary contained herein, you may you not exercise your option unless the shares of Common Shares Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that your such exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other... applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). I-2 regulations. 2 8. TERM. You may not exercise your option before the Date of Grant commencement or after the expiration of the option's its term. The term of your option expires, subject to commences on the provisions Date of Sections 5(h) Grant and 9(e) of the Plan, expires upon the earliest of the following: (a) immediately upon the termination of your Continuous Service for Cause; (b) three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, Disability or your death (except as otherwise death, provided in Section 8(d) below); provided, however, that if during any part of such three-month three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to "Securities Law Compliance," Section 7, your option will shall not expire until the earlier of the Expiration Date or until it has shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further, if during any part of such three (3) month period, the sale of any Common Shares received upon exercise of your option would violate the Company's insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Shares received upon exercise of your option would not be in violation of the Company's insider trading policy. Notwithstanding the foregoing, if (A) you are a Non-Exempt Employee, (B) your Continuous Service terminates within six (6) months after the Date of Grant, and (C) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (I) the date that is seven (7) months after the Date of Grant, and (II) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date; (c) (b) twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d) below); (d) Disability; (c) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; or (e) terminates; (d) the Expiration Date indicated in your Grant Notice. Notice; or (e) the day before the tenth (10th) anniversary of the Date of Grant. If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date date of Grant grant of your option and ending on the day three (3) months before the date of your option's exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or your Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. View More
Securities Law Compliance. In no event Notwithstanding anything to the contrary contained herein, you may you not exercise your option unless the shares of Common Shares Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that your such exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other... applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). I-2 8. TERM. regulations. 4 7. Term. You may not exercise your option before the Date of Grant commencement or after the expiration of the option's its term. The term of your option expires, subject to commences on the provisions Date of Sections 5(h) Grant and 9(e) of the Plan, expires upon the earliest of the following: (a) a. immediately upon the termination of your Continuous Service for Cause; (b) b. three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, Cause or your death (except as otherwise Disability or death, provided in Section 8(d) below); provided, however, that if during any part of such three-month three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to "Securities Law Compliance," Section 6, your option will shall not expire until the earlier of the Expiration Date or until it has shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further, if during any part of such three (3) month period, the sale of any Common Shares received upon exercise of your option would violate the Company's insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Shares received upon exercise of your option would not be in violation of the Company's insider trading policy. Notwithstanding the foregoing, if (A) you are a Non-Exempt Employee, (B) your Continuous Service terminates within six (6) months after the Date of Grant, and (C) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (I) the date that is seven (7) months after the Date of Grant, and (II) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date; (c) c. twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d) below); (d) Disability; d. eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; or (e) terminates; e. the Expiration Date indicated in your Grant Notice. Notice; or f. the day before the tenth (10th) anniversary of the Date of Grant. If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date date of Grant grant of your option and ending on the day three (3) months before the date of your option's exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. View More
Securities Law Compliance. In no event may you exercise your option unless the shares of Common Shares Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determine...s that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). I-2 2 8. TERM. You may not exercise your option before the Date of Grant or after the expiration of the option's term. The term of your option expires, subject to the provisions of Sections Section 5(h) and 9(e) of the Plan, upon the earliest of the following: (a) immediately upon the termination of your Continuous Service for Cause; (b) three (3) two months after the termination of your Continuous Service for any reason other than Cause, your Disability, Disability or your death (except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three-month two month period your option is not exercisable solely because of the condition set forth in the section above relating to "Securities Law Compliance," your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further, that if during any part of such three (3) month period, the sale of any Common Shares received upon exercise of your option would violate the Company's insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Shares received upon exercise of your option would not be in violation of the Company's insider trading policy. Notwithstanding the foregoing, if (A) (i) you are a Non-Exempt NonExempt Employee, (B) (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (C) (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (I) (A) the date that is seven (7) months after the Date of Grant, and (II) (B) the date that is three (3) two months after the termination of your Continuous Service, and (y) the Expiration Date; (c) twelve (12) 12 months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d) below); 8(d)) below; (d) eighteen (18) 18 months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause; or (e) the Expiration Date indicated in your Grant Notice. Notice; or (f) the day before the 10th anniversary of the Date of Grant. If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option's exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. View More
Securities Law Compliance. In no event Notwithstanding anything to the contrary contained herein, you may you not exercise your option unless the shares of Common Shares Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that your such exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with all other... applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable). I-2 8. regulations. 1.7. TERM. You may not exercise your option before the Date of Grant commencement or after the expiration of the option's its term. The term of your option expires, subject to commences on the provisions Date of Sections 5(h) Grant and 9(e) of the Plan, expires upon the earliest of the following: (a) immediately upon the termination of your Continuous Service for Cause; (b) three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, Disability or your death (except as otherwise death, provided in Section 8(d) below); provided, however, that if during any part of such three-month three (3) month period your option is not exercisable solely because of the condition set forth in the section above relating to "Securities Law Compliance," your option will shall not expire until the earlier of the Expiration Date expiration date indicated in your Grant Notice (the "Expiration Date") or until it has shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; and provided further, further that if during any part of such three (3) month period, the sale of any Common Shares received upon exercise of your option would violate the Company's insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common Shares received upon exercise of your option would not be in violation of the Company's insider trading policy. Notwithstanding the foregoing, if (A) (i) you are a Non-Exempt Employee, (B) (ii) your Continuous Service terminates within six (6) months after the Date of Grant, Grant specified in your Grant Notice, and (C) (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will shall not expire until the earlier of (x) the later of (I) (A) the date that is seven (7) months after the Date of Grant, and (II) Grant specified in your Grant Notice or (B) the date that is three (3) months after the termination of your Continuous Service, and or (y) the Expiration Date; (c) twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d) below); Disability; (d) eighteen (18) months after your death if you die either during your Continuous Service Service; or within three (3) (e) the Expiration Date indicated in your Grant Notice. Notwithstanding the foregoing, if you die during the period provided in Section 7(b) or 7(c) above, the term of your option shall not expire until the earlier of eighteen (18) months after your Continuous Service terminates for any reason other than Cause; death or (e) the Expiration Date indicated in your Grant Notice. If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date date of Grant grant of your option and ending on the day three (3) months before the date of your option's exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. View More
