Term Forfeiture Clause Example with 25 Variations from Business Contracts

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. 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. 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 employment agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such employment agreement in effect, or if such employment agreement does not define such term, the term then "Cause" shall mean (i) the Participant's indictment in a material court of law of any felony or any offense involving moral turpitude, dishonesty, fraud, embezzlement, theft or misuse or misappropriation of money or other property; (ii) the Participant's behavior that is damaging to the operation and success of the Company or adversely affects the reputation of the Company as determined in the sole discretion of the Company; (iii) the Participant's failure or refusal to follow any policy of the Company or to perform specific directives of the Participant's direct supervisor or the Board; (iv) the Participant's commission of any intentional tort against the Company; (v) any breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any material term of any agreement between the Participant and the Company Company; (vi) any act of dishonesty or policy of the Company, or a continuing failure disloyalty by the Participant that adversely affects the Company's business, as determined by the Company in its sole discretion; or (vii) the Participant's being under the influence of alcohol or illegal drugs during business hours or while performing business functions (not to follow include moderate alcohol consumption at Company-sponsored events or social outings where alcohol is served). c. For purposes hereof, "Good Reason" shall have the direction meaning ascribed to such term in any employment agreement in effect by and between the Company and the Participant; provided, however, at any time there is no such employment agreement in effect, or if such employment agreement does not define such term, then "Good Reason" shall mean (i) a material reduction in the Participant's base salary then in effect; (ii) a material diminution in the Participant's employment authority, duties or responsibilities, (iii) a material change in the geographic location at which the Participant is required to perform the majority his or her employment services to a location that is more than fifty (50) miles away from such location, without the Participant's consent, and (iv) if the Participant has an employment agreement with the Company in effect, then any action or inaction that constitutes a material breach by the Company under such employment agreement. Any event described in this definition of a duly authorized representative of Good Reason shall not constitute Good Reason unless the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty Participant (x) delivers to the Company by the Participant; (iii) the commission by a written notice of such Good Reason within ninety (90) days after 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 first learns of the Participant of a felony or any other crime that would materially and adversely affect: (A) the business reputation existence of the circumstances giving rise to Good Reason, (y) within thirty (30) days following delivery of such notice, the Company or (B) fails to cure the performance circumstances giving rise to Good Reason, and (z) the Participant terminates employment within sixty (60) days following such cure period. Upon the Company's cure of such event during 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 cure period, Good Reason shall be made by the Committee in its sole discretion. 2 5. Who May Exercise. Subject deemed not 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. have occurred. 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. 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. iii. 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 iv. 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. 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 vested, the Stock Option will terminate on the earlier of (i) the date of the Participant's Termination of Service, Service and (ii) the Stock Option will be terminated on that date. fourth anniversary of the Date of Grant. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested on such date will ter...minate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; 2 ii. 5 p.m. on the date which 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. 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. 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, Date, 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. o...n the date which is twelve (12) months two (2) years following the date of the Participant's Termination termination of Service service due to death (A) death, (B) Disability, (C) termination by the Participant for Good Reason, or Total and Permanent Disability; (D) termination by the Company without Cause; iii. immediately upon the Participant's Termination termination of Service by the Company service for Cause (as defined herein); Cause; -2- iv. 5 p.m. on the date which is three (3) months thirty (30) days following the date of the Participant's Termination termination of Service service for any reason not otherwise specified in this Section 4.a. ; or and 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 Notwithstanding anything herein to the meaning ascribed to such term in any employment, consulting, contrary, if the Participant is terminated for Cause, then all Optioned Shares (including vested Optioned Shares), whether exercisable or other service agreement in effect by and between not on the date that the Company delivers to the Participant a termination notice, shall expire and may not be exercised, 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) Shares covered 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 Stock Options shall revert 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. Plan. 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. Disability or Retirement with the consent of the Administrator; 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 vii. 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. 2 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 which are not vested on the date of the Participant's Termination of Service, Date, 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. o...n the date which is twelve (12) months two (2) years following the date of the Participant's Termination termination of Service service due to death (A) death, (B) Disability, (C) termination by the Participant for Good Reason, or Total and Permanent Disability; (D) termination by the Company without Cause; iii. immediately upon the Participant's Termination termination of Service by the Company service for Cause (as defined herein); Cause; iv. 5 p.m. on the date which is three (3) months thirty (30) days following the date of the Participant's Termination termination of Service service for any reason not otherwise specified in this Section 4.a. ; or and 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 Notwithstanding anything herein to the meaning ascribed to such term in any employment, consulting, contrary, if the Participant is terminated for Cause, then all Optioned Shares (including vested Optioned Shares), whether exercisable or other service agreement in effect by and between not on the date that the Company delivers to the Participant a termination notice, shall expire and may not be exercised, 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) Shares covered 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 Stock Options shall revert 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. Plan. 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 which are not vested on the date of the Participant's Termination of Service, Date, 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; 2 ii. 5 p.m.... on the date which is twelve (12) eighteen (18) months following the date of the Participant's Termination of Service due to death (A) death, (B) Disability, (C) termination by the Participant for Good Reason, or Total and Permanent Disability; (D) termination by the Company without Cause; iii. immediately upon the Participant's Termination of Service by the Company for Cause (as defined herein); Cause; iv. 5 p.m. on the date which is three (3) months thirty (30) days following the date of the Participant's Termination of Service for any reason not otherwise specified in this Section 4.a. ; or and 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 Notwithstanding anything herein to the meaning ascribed to such term in any employment, consulting, contrary, if the Participant is terminated for Cause, then all Optioned Shares (including vested Optioned Shares), whether exercisable or other service agreement in effect by and between not on the date that the Company delivers to the Participant a termination notice, shall expire and may not be exercised, 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 shares of duty) stock covered 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 Stock Options shall revert 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. Plan. 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. 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. Disability or Retirement with the consent of the Administrator; 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, or, solely to the extent any of the Optioned Shares are not vested as of the date twelve (12) months following the date of the Participant's Retirement, ninety (90) days after the date on which such Optioned Shares vest; and vii. 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. 2 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