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 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 the Participant's Total and Permanent Disability; 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; vi. 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. ; 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 mean, unless otherwise defined in an employment agreement with respect to the 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 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 member of the Group; (ii) the Participant's material breach 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 a member of the Group, including acting in conflict with the business interests of any member of the Group; or (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 and his or her permitted transferees in connection with the Optioned Shares following such Termination that would have been forfeited under the Plan had such Termination been for Cause. View More