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 death, Retirement 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 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, of this Agreement, "Cause" shall have means the meaning ascribed to such term in any employment, consulting, or other service agreement in effect Participant's Termination of Service by and between the Company and because of: (i) the Participant; provided, however, that at any time there is no such agreement in effect, Participant's conviction of, or if such agreement does not define such term, plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) the term "Cause" shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant Participant's personal dishonesty, incompetence, willful misconduct, willful violation of any agreement between the Participant and the Company law, rule or policy of the Company, regulation (other than minor traffic violations or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, similar offenses) or breach of fiduciary duty to the Company by the Participant; which involves personal profit; (iii) the Participant's commission by of material mismanagement in the Participant conduct of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant's duties as assigned to him or her by the Company; (iv) conviction of Board or the Participant of a felony Participant's supervising officer or any other crime that would materially and adversely affect: (A) the business reputation officers of the Company or (B) any Subsidiary; (iv) the performance Participant's willful failure to execute or comply with the policy of the Company or any of its Subsidiaries or the Participant's stated duties as established by the Board or the Participant's supervising officer or officers of the Company or any Subsidiary or the Participant's intentional failure to perform the Company; Participant's stated duties; or (v) substance abuse or addiction on the Participant's refusal to perform part of the Participant. Notwithstanding the foregoing, in the case of any Participant who has entered into an employment agreement with the Company or intentional disregard of, any Subsidiary that contains the Participant's duties and responsibilities to definition of "cause" (or any similar definition), then during the Company. Any determination term of whether Cause exists such employment agreement the definition contained in such employment agreement shall be made by the Committee in its sole discretion. 2 5. Who May Exercise. Subject to applicable definition of "cause" under 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 Agreement 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 such 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. if such employment agreement expressly so provides. 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 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, of this Agreement, "Cause" shall have means the meaning ascribed to such term in any employment, consulting, or other service agreement in effect Participant's Termination of Service by and between the Company and because of: (i) the Participant; provided, however, that at any time there is no such agreement in effect, Participant's conviction of, or if such agreement does not define such term, plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) the term "Cause" shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant Participant's personal dishonesty, incompetence, willful misconduct, willful violation of any agreement between the Participant and the Company law, rule or policy of the Company, regulation (other than minor traffic violations or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, similar offenses) or breach of fiduciary duty to the Company by the Participant; which involves personal profit; (iii) the Participant's commission by of material mismanagement in the Participant conduct of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant's duties as assigned to him or her by the Company; (iv) conviction of Board or the Participant of a felony Participant's supervising officer or any other crime that would materially and adversely affect: (A) the business reputation officers of the Company or (B) any Subsidiary; (iv) the performance Participant's willful failure to execute or comply with the policy of the Company or any of its Subsidiaries or the Participant's stated duties as established by the Board or the Participant's supervising officer or officers of the Company or any Subsidiary or the Participant's intentional failure to perform the Company; Participant's stated duties; or (v) substance abuse or addiction on the Participant's refusal to perform part of the Participant. Notwithstanding the foregoing, in the case of any Participant who has entered into an employment agreement with the Company or intentional disregard of, any Subsidiary that contains the Participant's duties and responsibilities to definition of "cause" (or any similar definition), then during the Company. Any determination term of whether Cause exists such employment agreement the definition contained in such employment agreement shall be made by the Committee in its sole discretion. 2 5. Who May Exercise. Subject to applicable definition of "cause" under 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 Agreement 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 such 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. if such employment agreement expressly so provides. 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 death, Retirement 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 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, of this Agreement, "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 means the Participant's Termination of Service is due to his death prior to by the dates specified Company because of: (i) the Participant's conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude or (ii) the Participant's breach of fiduciary duty which involves personal profit. Notwithstanding the foregoing, in Section 4.a. hereof, and the case of any Participant who has not exercised entered into an employment agreement with the Stock Option Company or any Subsidiary that contains the definition of "cause" (or any similar definition), then during the term of such employment agreement the definition contained in such employment agreement shall be the applicable definition of "cause" under the Agreement 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 such 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. if such employment agreement expressly so provides. 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); Cause; 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 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, of this Agreement, "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 means the Participant's Termination of Service is due to his death prior to by the dates specified Company because of: (i) the Participant's conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude or (ii) the Participant's breach of fiduciary duty which involves personal profit. Notwithstanding the foregoing, in Section 4.a. hereof, and the case of any Participant who has not exercised entered into an employment agreement with the Stock Option Company or any Subsidiary that contains the definition of "cause" (or any similar definition), then during the term of such employment agreement the definition contained in such employment agreement shall be the applicable definition of "cause" under the Agreement 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 such 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. if such employment agreement expressly so provides. 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 death, Retirement or Total and Permanent Disability; 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 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, of this Agreement, "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 means the Participant's Termination of Service is due to his death prior to by the dates specified Company because of: (i) the Participant's conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude or (ii) the Participant's breach of fiduciary duty which involves personal profit. Notwithstanding the foregoing, in Section 4.a. hereof, and the case of any Participant who has not exercised entered into an agreement with the Stock Option Company or any Subsidiary that contains the definition of "cause" (or any similar definition), then during the term of such agreement the definition contained in such agreement shall be the applicable definition of "cause" under the Agreement 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 such 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. if such agreement expressly so provides. 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 termination of Service, employment, 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 termin...ates; ii. 5 p.m. on the date which is twelve (12) six (6) months following the date of the Participant's Termination termination of Service employment due to death or Total and Permanent Disability; disability (as defined in Section 22(e)(3) of the Code); iii. immediately upon 5 p.m. on the date of the Participant's Termination termination of Service employment 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 termination of Service employment 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 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 employment, 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 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; 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; (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 interest 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 an the Participant should be terminated for Cause exists pursuant to this Agreement shall be made by in 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 sole, good faith discretion of the Participant, the Stock Option may Board, and shall 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 binding upon all Applicable Laws, rules, and regulations. parties affected thereby. 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. immediately up...on the Participant's Termination of Service by the Company for Cause (as defined herein); 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 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. hereof; or vi. 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, or other service the employment 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, (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 termination of Service, 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 terminate...s; ii. 5 p.m. on the date which is twelve (12) six (6) months following the date of the Participant's Termination termination of Service service due to death or Total and Permanent Disability; disability (as defined in Section 22(e)(3) of the Code); iii. immediately upon 5 p.m. on the date of the Participant's Termination termination of Service 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 termination of Service 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 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 employment, 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 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; 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; (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 interest 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 an the Participant should be terminated for Cause exists pursuant to this Agreement shall be made by in 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 sole, good faith discretion of the Participant, the Stock Option may Board, and shall 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 binding upon all Applicable Laws, rules, and regulations. parties affected thereby. 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 2 viii. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 6 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 any member of the Group; (iii) the Participant's commission of an act or 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 act involving dishonesty; (v) other conduct by the Participant that is or could be reasonably expected to be materially 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 policy a member of the Company, Group, including acting in conflict with the business interests of any member of the Group; or a continuing failure (vii) the Participant's material breach of this Agreement or an employment policy or code of conduct of member of the Group. If, within six months following the Participant's Termination of Service for any reason other than for Cause, it is 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 have been terminated for Cause for all purposes under the Plan, and the Participant shall be required to repay to the Company all amounts received by the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, and his 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 her permitted transferees in connection with the Participant's duties to the Company; (iv) conviction of the Participant of a felony or any other crime Optioned Shares following such Termination that would materially and adversely affect: (A) have been forfeited under 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. Plan had such Termination been for Cause. 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 personal representative of such Participant's estate 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 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 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 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 that 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 shall have: (i) committed an act of fraud, embezzlement, dishonesty, embezzlement or any felony or other crime of moral turpitude theft in connection with the Participant's duties to or in the Company; (iv) conviction course of the Participant Participant's employment with the Company, (ii) intentionally and wrongfully damaged property of a felony the Company, or any other crime that would materially and adversely affect: (A) of its respective affiliates, associates, or customers, (iii) intentionally or wrongfully disclosed any confidential information, (iv) made material personal benefit at the business reputation expense of the Company or (B) without the performance prior written consent of the Participant's duties management of the Company, (v) materially breached any employment, consulting, or other service agreement in effect by and between the Company and the Participant, or (vi) willfully and persistently, without reasonable justification, failed or refused to follow the Company; lawful and proper directives of the Company specifying in reasonable detail the alleged failure or (v) refusal and after a reasonable opportunity for the Participant's refusal Participant to perform cure the alleged failure 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. refusal. 2 5. 6. 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