Term Forfeiture Clause Example 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 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 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 twel...ve (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 ninety (90) days following the date of the Participant's Termination of Service for any reason not otherwise specified in this Section 4.a. ; 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 mean (i) the Participant's commission of a dishonest or fraudulent act 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's satisfaction; (iv) 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 substantial detriment to the Company because of the Participant's intentional failure to comply with any statute, rule or regulation, except any act or omission believed by the Participant in good faith to have been in or not opposed to the best interest of the Company (without intent of the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). Any determination of whether an the Participant should be terminated for Cause pursuant to this Agreement shall be made in the sole, good faith discretion of the Board, and shall be binding upon all parties affected thereby. 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 Applicable Laws, rules, and regulations. View More