Grouped Into 2 Collections of Similar Clauses From Business Contracts
This page contains Term Forfeiture clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Term Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that are not vested on the date of the Participant's Termination of Service, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested on such date will terminate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; ii. 5 p.m. on the date w...hich is twelve (12) months following the date of the Participant's Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant's Termination of Service by the Company for Cause (as defined herein); iv. 5 p.m. on the date which is three (3) months following the date of the Participant's Termination of Service for any reason not otherwise specified in this Section 4.a. ; or v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereof, "Cause" shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term "Cause" shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant's duties to the Company; (iv) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or (B) the performance of the Participant's duties to the Company; or (v) the Participant's refusal to perform or intentional disregard of, the Participant's duties and responsibilities to the Company. Any determination of whether Cause exists shall be made by the Committee in its sole discretion. 2 5. Who May Exercise. Subject to the terms and conditions set forth in Sections 3 and 4 above, during the lifetime of the Participant, the Stock Option may be exercised only by the Participant, or by the Participant's guardian or personal or legal representative. If the Participant's Termination of Service is due to his death prior to the dates specified in Section 4.a. hereof, and the Participant has not exercised the Stock Option as to the maximum number of vested Optioned Shares as set forth in Section 3 hereof as of the date of death, the following persons may exercise the exercisable portion of the Stock Option on behalf of the Participant at any time prior to the earliest of the dates specified in Section 4.a. hereof: the personal representative of his estate or the person who acquired the right to exercise the Stock Option by bequest or inheritance or by reason of the death of the Participant, provided that the Stock Option shall remain subject to the other terms of this Agreement, the Plan, and all Applicable Laws, rules, and regulations.View More
Term Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that which are not vested on the date of the Participant's Termination of Service, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested on such date will terminate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; ii. 5 p.m. on the ...date which is twelve (12) months following the date of the Participant's Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant's Termination of Service by the Company for Cause (as defined herein); iv. immediately upon the Participant's violation of any non-compete or non-solicitation agreement entered into between the Company and the Participant; v. 5 p.m. on the date which is three (3) months following the date of the Participant's Termination of Service for any reason not otherwise specified in this Section 4.a. ; or v. vi. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereof, "Cause" shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term "Cause" shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction Participant's commission of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, dishonest or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an fraudulent act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant's duties employment with or service to the Company; Company, or the misappropriation of Company property; (ii) the Participant's conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) the Participant's inattention to duties, unsatisfactory performance, or failure to perform the Participant's duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant's performance to the Company's satisfaction; (iv) conviction a substantial failure to comply with the Company's policies; (v) a material and willful breach of the Participant's fiduciary duties in any material respect, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the breach to the Company's satisfaction; (vi) the Participant's failure to comply in any material respect with any legal written directive of the Board; or (vii) any act or omission of the Participant which is of a felony substantial detriment to the Company because of the Participant's intentional failure to comply with any statute, rule, or regulation, except any other crime that would materially and adversely affect: (A) act or omission believed by the business reputation Participant in good faith to have been in or not opposed to the best interests of the Company or (B) the performance (without intent of the Participant's duties Participant to gain, directly or indirectly, a profit to which the Company; or (v) the Participant's refusal to perform or intentional disregard of, the Participant's duties and responsibilities to the Company. Participant was not legally entitled). Any determination of whether the Participant should be terminated for Cause exists pursuant to this Agreement shall be made by in the Committee in its sole discretion. sole, good faith discretion of the Board, and shall be binding upon all parties affected thereby. 2 5. Who May Exercise. Subject to the terms and conditions set forth in Sections 3 and 4 above, during the lifetime of the Participant, the Stock Option may be exercised only by the Participant, or by the Participant's guardian or personal or legal representative. If the Participant's Termination of Service is due to his death prior to the dates specified in Section 4.a. hereof, and the Participant has not exercised the Stock Option as to the maximum number of vested Optioned Shares as set forth in Section 3 hereof as of the date of death, the following persons may exercise the exercisable portion of the Stock Option on behalf of the Participant at any time prior to the earliest of the dates specified in Section 4.a. hereof: the personal representative of his estate or the person who acquired the right to exercise the Stock Option by bequest or inheritance or by reason of the death of the Participant, provided that the Stock Option shall remain subject to the other terms of this Agreement, the Plan, and all Applicable Laws, rules, and regulations. View More
Term Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that which are not vested on the date of the Participant's Termination of Service, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested on such date will terminate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; ii. 5 p.m. on the ...date which is six (6) months following the date of the Participant's Termination of Service due to death; iii. 5 p.m. on the date which is twelve (12) months following the date of the Participant's Termination of Service due to death or the Participant's Total and Permanent Disability; iii. iv. 5 p.m. on the date which is ninety (90) days following the date of the Participant's Termination of Service by the Company without Cause (as defined below); v. immediately upon the Participant's Termination of Service by the Company for Cause (as defined herein); iv. Cause; vi. 5 p.m. on the date which is three (3) months ninety (90) days following the date of the Participant's Termination of Service for any reason not otherwise specified in this Section 4.a. ; or v. vii. 5 p.m. on the date which is twelve (12) months following the date of the Participant's Retirement; and 2 viii. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. Any reference in this agreement to a specific time shall refer to the time zone in which a Participant is residing as of the date in question. b. For the purposes hereof, "Cause" shall have mean, unless otherwise defined in an employment agreement with respect to the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between termination of the Participant's employment with the Company (in which case such cause definition and process shall apply in lieu of this paragraph), the Participant; provided, however, that at occurrence of one or more of the following events, as determined by the Committee in its good faith: (i) misconduct or material failure or refusal to perform (other than by reason of disability or an approved leave of absence), or substantial negligence in the performance of, his or her duties and responsibilities to the Company or any time there is no such agreement in effect, or if such agreement does not define such term, member of the term "Cause" shall mean (i) a Group; (ii) the Participant's material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any restrictive covenant agreement between the Participant and the Company or policy any member of the Company, or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant; Group; (iii) the Participant's commission by the Participant of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant's duties to the Company; (iv) conviction of the Participant of acts constituting a felony or any crime involving moral turpitude or that has or reasonably could be expected to have an adverse effect on any member of the Group, including economically or reputationally; (iv) the Participant's commission of fraud, embezzlement, theft or other crime act involving dishonesty; (v) other conduct by the Participant that would is or could be reasonably expected to be materially and adversely affect: (A) harmful to the business interests or reputation of any member of the Group; (vi) the Participant's breach of a fiduciary duty owed to the Company or (B) the performance a member of the Participant's duties to Group, including acting in conflict with the Company; business interests of any member of the Group; or (v) (vii) the Participant's refusal to perform material breach of this Agreement or intentional disregard of, the Participant's duties and responsibilities to the Company. Any determination an employment policy or code of whether Cause exists shall be made by the Committee in its sole discretion. 2 5. Who May Exercise. Subject to the terms and conditions set forth in Sections 3 and 4 above, during the lifetime conduct of member of the Participant, the Stock Option may be exercised only by the Participant, or by the Participant's guardian or personal or legal representative. If Group. If, within six months following the Participant's Termination of Service for any reason other than for Cause, it is due discovered that the Participant's employment or service could have been terminated for Cause, such Participant's employment or service shall, at the discretion of the Committee, be deemed to his death prior to have been terminated for Cause for all purposes under the dates specified in Section 4.a. hereof, Plan, and the Participant has not exercised the Stock Option as shall be required to repay to the maximum number of vested Company all amounts received by the Participant and his or her permitted transferees in connection with the Optioned Shares as set forth in Section 3 hereof as of following such Termination that would have been forfeited under the date of death, the following persons may exercise the exercisable portion of the Stock Option on behalf of the Participant at any time prior to the earliest of the dates specified in Section 4.a. hereof: the personal representative of his estate or the person who acquired the right to exercise the Stock Option by bequest or inheritance or by reason of the death of the Participant, provided that the Stock Option shall remain subject to the other terms of this Agreement, the Plan, and all Applicable Laws, rules, and regulations. Plan had such Termination been for Cause. View More
Term Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that are not vested on the date of the Participant's Termination of Service, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested on such date will terminate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; ii. 5 p.m. on the date w...hich that is twelve (12) months following the date of the Participant's Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant's Termination of Service by the Company for Cause (as defined herein); iv. 5 p.m. on the date which is three (3) months ninety (90) days following the date of the Participant's Termination of Service for any reason not otherwise specified in this Section 4.a. ; or v. 4(a); iii. immediately upon the Participant's Termination of Service by the Company for Cause (as defined below); iv. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. hereof; or v. immediately upon the Participant's violation of any non-compete or non-solicitation agreement entered into between the Company and the Participant. b. For purposes hereof, "Cause" shall have the meaning ascribed to such term set forth in any employment, consulting, the employment agreement or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is that, if no such agreement is in effect, effect or if such agreement does not define such term, the term then "Cause" shall mean (i) acts of fraud or dishonesty in the course of employment or service, (ii) violations of law causing material harm to the Company, (iii) substance abuse causing harm to the Company or impairing performance, (iv) conviction of a material breach felony involving moral turpitude, or (v) insubordination, dereliction of duties, habitual absenteeism, or material default (including, without limitation, any material dereliction failure to follow reasonable Company instructions after (solely in the case of duty) by the Participant of any agreement between this clause (v)) notice to the Participant and the Company or policy of Participant's failure to correct same within the Company, or a continuing failure by time period specified in the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant's duties to the Company; (iv) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or (B) the performance of the Participant's duties to the Company; or (v) the Participant's refusal to perform or intentional disregard of, the Participant's duties and responsibilities to the Company. Any determination of whether Cause exists notice, which time period shall be made by the Committee in its sole discretion. 2 5. Who May Exercise. Subject to the terms and conditions set forth in Sections 3 and 4 above, during the lifetime of the Participant, the Stock Option may be exercised only by the Participant, or by the Participant's guardian or personal or legal representative. If the Participant's Termination of Service is due to his death prior to the dates specified in Section 4.a. hereof, and the Participant has not exercised the Stock Option as to the maximum number of vested Optioned Shares as set forth in Section 3 hereof as of the date of death, the following persons may exercise the exercisable portion of the Stock Option on behalf of the Participant at any time prior to the earliest of the dates specified in Section 4.a. hereof: the personal representative of his estate or the person who acquired the right to exercise the Stock Option by bequest or inheritance or by reason of the death of the Participant, provided that the Stock Option shall remain subject to the other terms of this Agreement, the Plan, and all Applicable Laws, rules, and regulations. less than ten (10) business days. View More
Term Forfeiture. Except as specifically provided in this Agreement, the unexercised portion of the Stock Option will terminate at the first of the following to occur: a. 5 p.m. on the date the Option Period terminates; b. immediately upon the Optionee's Termination of Service by the Company for Cause (as defined in that certain Executive Employment Agreement, by and between the Company and the Optionee, dated February 28, 2014, as amended from time to time); c. 5 p.m. on the date the Company causes any portion o...f the Stock Option to be forfeited pursuant to Section 7 hereof; or d. immediately upon the Optionee's violation of any non-compete or non-solicitation agreement entered into between the Company and the Optionee. 5. Who May Exercise. Subject to the terms and conditions set forth in Sections 3 and 4 above, during the lifetime of the Optionee, the Stock Option may be exercised only by the Optionee, or by the Optionee's guardian or personal or legal representative. If the Optionee's Termination of Service is due to his death prior to the dates specified in Section 4 hereof, and the Optionee has not exercised the Stock Option as to the maximum number of vested Optioned Shares as set forth in Section 3 hereof as of the date of death, the following persons may exercise the exercisable portion of the Stock Option on behalf of the Optionee at any time prior to the earliest of the dates specified in Section 4 hereof: the personal representative of his estate, or the person who acquired the right to exercise the Stock Option by bequest or inheritance or by reason of the death of the Optionee; provided that the Stock Option shall remain subject to the other terms of this Agreement and applicable laws, rules, and regulations.View More
Term Forfeiture. Except as specifically otherwise provided in this Agreement, herein, the unexercised portion of the Stock Option that relates to Optioned Shares will terminate at the first of the following to occur: a. 5 p.m. on the date the Option Period terminates; b. immediately upon the Optionee's Termination violation of Service by the Company for Cause (as defined in that certain Executive Employment Agreement, by and any non-compete or non-solicitation agreement entered into between the Company and the O...ptionee, dated February 28, 2014, as amended from time to time); Optionee; and c. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof; or d. 6 hereof. Notwithstanding anything to the contrary contained herein, the portion of the Optioned Shares that would have become exercisable pursuant to Section 2.b. above shall be immediately forfeited upon the Optionee's violation date the Participant exercises his right to revoke under Section 8 of any non-compete or non-solicitation agreement entered into between the Company and the Optionee. 5. Release. 1 4. Who May Exercise. Subject to the terms and conditions set forth in Sections 2 and 3 and 4 above, during the lifetime of the Optionee, the Stock Option may be exercised only by the Optionee, or by the Optionee's guardian or personal or legal representative. If the Optionee's Termination of Service is due to his death Optionee dies prior to the dates specified in Section 4 3 hereof, and the Optionee has not exercised the Stock Option as to the maximum number of vested Optioned Shares as set forth in Section 3 2 hereof as of the date of death, the following persons may exercise the exercisable portion of the Stock Option on behalf of the Optionee at any time prior to the earliest of the dates specified in Section 4 3 hereof: the personal representative of his estate, or the person who acquired the right to exercise the Stock Option by bequest or inheritance or by reason of the death of the Optionee; provided that the Stock Option shall remain subject to the other terms of this Agreement Agreement, and applicable laws, rules, and regulations. View More
