Term of Options Clause Example with 20 Variations from Business Contracts
This page contains Term of Options clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Term of Options. (a) The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. (b) The Option shall automatically terminate upon the happening of the first of the following events: (i) The expiration of the 90-day period after the Grantee ceases to be employed by, or provide service to, the Employer, if the termination is for any reason other than Disab...ility, death or Cause (as defined in the Plan). (ii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer on account of the Grantee's Disability. (iii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or within 90 days after the Grantee ceases to be so employed or provide services on account of a termination described in subparagraph (i) above. (iv) The date on which the Grantee ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee's employment or service terminates, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not yet delivered the Share certificates, upon refund by the Company of the exercise price paid by the Grantee for such Shares. Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide service to, the Employer shall immediately terminate.View More
Variations of a "Term of Options" Clause from Business Contracts
Term of Options. (a) The Option shall have a term of ten five (5) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. (b) The Unless a later termination date is provided for in a Company-sponsored plan, policy or arrangement, or any agreement to which the Company is a party, the Option shall automatically terminate upon the happening of the first of the following events: (i) The exp...iration of the 90-day thirty (30) day period after the Grantee ceases to be employed by, or provide service to, the Employer, Company, if the termination is for any reason other than Disability, death the Grantee's death, permanent disability, or Cause (as defined retirement at normal retirement age (including early retirement in accordance with the Plan). Company's then current plans, policies or practices with respect thereto). (ii) The expiration of the one-year one (1) year period after the Grantee ceases to be employed by, or provide service to, the Employer Company on account of the Grantee's Disability. (iii) death, permanent disability, or retirement at normal retirement age (including early retirement in accordance with the Company's then current plans, policies or practices with respect thereto). The expiration of the one-year period after date the Grantee ceases to be employed by, or provide service services to, the Employer, if the Grantee dies while employed by, Company shall be determined without regard to any period of statutory, contractual or providing service to, the Employer reasonable notice, deemed employment, pay in lieu of notice or within 90 days after the Grantee ceases salary continuance provided or required to be so employed or provide services on account of a termination described in subparagraph (i) above. (iv) The date on which the Grantee ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee's employment or service terminates, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not yet delivered the Share certificates, upon refund by the Company of the exercise price paid by the Grantee for such Shares. Company. Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth fifth anniversary of the Date of Grant. Any portion Form of Substitute Option Award - Canada 3. Exercise Procedures (a) Subject to the provisions of Paragraph 2 above, the Grantee may exercise part or all of the Option that by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is not exercisable at to be exercised. On the time delivery date, the Grantee ceases shall pay the exercise price (i) in cash, (ii) payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iii) by such other method as the Committee may approve, to the extent permitted by applicable law. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Company, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. (c) The Company may require that the Grantee (or other person exercising the Option after the Grantee's death) represent that the Grantee is purchasing Shares for the Grantee's own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Committee deems appropriate. (d) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be employed withheld for any taxes, if applicable. Notwithstanding Section 8 of the Plan, Tax Withholding Obligations cannot be settled in whole or in part with Shares surrendered to, or withheld by, or provide service to, the Employer shall immediately terminate. Company. View More
Term of Options. (a) The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. (b) The Option shall automatically terminate upon the happening of the first of the following events: (i) The expiration of the 90-day period after the Grantee ceases to be employed by, or provide service to, to the Employer, Company if the termination is for any reason other... than Disability, death or Cause (as defined in the Plan). (ii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, to the Employer on account of the Grantee's Disability. (iii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, Company if the Grantee dies while employed by, or providing service to, to the Employer Company or within 90 days after the Grantee ceases to be so employed or provide such services on account of a termination described in subparagraph (i) above. (iv) (iii) The date on which the Grantee ceases to be employed by, or provide service to, to the Employer Company for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee's employment or service terminates, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not yet delivered the Share certificates, upon refund by the Company of the exercise price paid by the Grantee for such Shares. terminate. Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide service to, to the Employer Company shall immediately terminate. For purposes of this paragraph (b), service to the Company as an employee, independent contractor or outside Board member shall constitute "service to the Company." 4. Exercise Procedures. (a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised and the method of payment. Payment of the exercise price shall be made in accordance with procedures established by the Board from time to time based on type of payment being made but, in any event, prior to issuance of the Shares. The Grantee shall pay the exercise price (i) in cash, (ii) unless the Board determines otherwise, by delivering Shares owned by the Grantee and having a Fair Market Value (as defined in the Plan) on the date of exercise at least equal to the exercise price or by attestation (on a form prescribed by the Board) to ownership of Shares having a Fair Market Value on the date of exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by surrender of all or any part of the vested Shares for the Option is exercisable to the Company for an appreciation distribution payable in shares of common stock with a Fair Market Value at the time of the Option surrender equal to the dollar amount by which the then Fair Market Value of the shares of common stock subject to the surrendered portion exceeds the aggregate exercise price payable for those shares, or (v) by such other method as the Board may approve. The Board may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. -2- (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Company with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. View More
Term of Options. (a) The Option shall have a term of ten seven years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Award Agreement or the Plan. Notwithstanding the foregoing, in the event that on the last business day of the term of the Option, the Fair Market Value of a share of Company Stock is greater than the Exercise Price, and the Participant remains employed by the Employer, then the Option shall b...e automatically exercised on such business day without any required action by the Participant, and such automatic exercise shall comply with the terms of this Award Agreement and the Plan. (b) The Option shall automatically terminate upon the happening of the first of the following events: (i) The expiration of the 90-day period after the Grantee Participant ceases to be employed by, or provide service to, by the Employer, if the termination is for any reason other than Disability, retirement, death or Cause (as defined in the Plan). Cause; and (ii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer on account of the Grantee's Disability. (iii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or within 90 days after the Grantee ceases to be so employed or provide services on account of a termination described in subparagraph (i) above. (iv) The date on which the Grantee Participant ceases to be employed by, or provide service to, by the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph Section 3, if the Grantee Participant engages in conduct that constitutes Cause after the Grantee's Participant's employment or service terminates, the Option shall immediately terminate, terminate. (c) If the Participant ceases to be employed by the Employer because of a Disability or because the Participant has become Disabled, the Option shall continue to vest and shall be exercisable until it expires pursuant to its terms. (d) If the Grantee Participant ceases to be employed by the Employer because the Participant has retired from the Employer in good standing, then such Option shall automatically forfeit all Shares underlying cease to vest on the last day of Participant's employment, as applicable, but may be exercised by the Participant (or her/his permitted transferee) at any exercised time on or prior to the earlier of the expiration date of the Option or the expiration of five (5) years from the date of the Participant's termination of employment due to retirement. For purposes of this Award Agreement, retirement shall mean a termination of employment after reaching age fifty-five (55), and completing at least five (5) years of service with the Employer, provided, however that a Participant's termination shall in no event be due to retirement if the Participant ceases to be employed by the Employer for Cause. (e) If the Participant ceases to be employed by the Employer as a result of the Participant's death, any unvested portion of the Option for which shall immediately vest and the Company has not yet delivered the Share certificates, upon refund Option shall be exercisable until expiration by the Company of the exercise price paid by the Grantee for such Shares. its terms. 2 Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth seventh anniversary of the Date of Grant. Any portion Grant, or the first business day immediately preceding the seventh anniversary of the Option that is not exercisable at the time the Grantee ceases to be employed by, Date of Grant if such anniversary falls on a weekend or provide service to, the Employer shall immediately terminate. holiday. View More
Term of Options. (a) The Option shall have a term of ten years (the "Option Term") from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or Agreement. Unless a later termination date is provided for by the Plan. (b) The Board, the vested and unexercised portion of the Option shall automatically terminate upon the happening of the first of the following events: (i) The the expiration of the 90-day period... after the Grantee ceases to be employed by, or provide service to, to the Employer, if the termination is Company for any reason other than Disability, death or Cause (as defined in termination for Cause; (ii) the Plan). (ii) The expiration of the one-year one (1) year period after the Grantee ceases to be employed by, or provide service to, to the Employer on account of the Grantee's Disability. (iii) The expiration of the one-year period after Company because the Grantee ceases to be employed by, is Disabled or provide service to, dies; or (iii) the Employer, if the Grantee dies while employed by, or providing service to, the Employer or within 90 days after the Grantee ceases to be so employed or provide services on account of a termination described in subparagraph (i) above. (iv) The date on which the Grantee ceases to be employed by, or provide service to, services to the Employer for Cause. In addition, notwithstanding the prior provisions Company on account of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee's employment or service terminates, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option termination for which the Company has not yet delivered the Share certificates, upon refund Cause by the Company of the exercise price paid by the Grantee for such Shares. Company. Notwithstanding the foregoing, in no event may shall an Option remain exercisable following the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion expiration of the Option that is not exercisable Term. Nothing contained herein shall limit Company's rights to terminate the employment or engagement of Grantee at any time for any reason. 5. Method of Exercising Option. A Grantee may exercise an Option, in whole or in part, by delivering a notice of exercise to the Company with payment of the Exercise Price. The Grantee shall pay the Exercise Price for an Option as specified by the Board (i) in cash; (ii) by delivering shares of Company Stock owned by the Grantee (including Company Stock acquired in connection with the exercise of an Option, subject to such restrictions as the Board deems appropriate) and having a Fair Market Value on the date of exercise equal to the Exercise Price or by attestation (on a form prescribed by the Board) to ownership of shares of Company Stock having a Fair Market Value on the date of exercise equal to the Exercise Price; (iii) after a Public Offering, payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board; or (iv) by such other method as the Board may approve. Shares used to exercise an Option shall have been held by the Grantee for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option. The Grantee shall pay the Exercise Price and the amount of any withholding tax due at the time the Grantee ceases to be employed by, or provide service to, the Employer shall immediately terminate. of exercise. View More
Term of Options. (a) The Option shall have a term of ten (10) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. Agreement. (b) The Option shall automatically terminate upon the happening of the first of the following events: (i) The expiration of the 90-day three (3) months after the Grantee ceases to be Employed by the Employer, if the Termination of Employment (as defined in Par...agraph 9) is for any reason other than Disability (as defined in Paragraph 9), death or Cause (as defined in Paragraph 9). (ii) The expiration of the one (1) year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the termination is for any reason other than Disability, death or Cause (as defined in the Plan). (ii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, Employed by the Employer on account of the Grantee's Disability. (iii) The expiration of the one-year one (1) year period after the Grantee ceases to be employed by, or provide service to, Employed by the Employer, if the Grantee dies while employed by, or providing service to, Employed by the Employer or within 90 days after the Grantee ceases to be so employed or provide services on account of a termination described in subparagraph (i) above. Employer. (iv) The date on which the Grantee ceases to be employed by, or provide service to, Employed by the Employer on account of a Termination of Employment by the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Company determines that the Grantee engages has engaged in conduct misconduct that constitutes Cause at any time while the Grantee is Employed by the Employer or after the Grantee's employment or service terminates, Termination of Employment, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion terminate as of the Option for date on which the Company has not yet delivered the Share certificates, upon refund by the Company of the exercise price paid by the Grantee for such Shares. misconduct constituting Cause first occurred. Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before following the tenth 10th anniversary of the Date of Grant. Any If the Option, or any portion of the Option that thereof, is not exercisable at the time the Grantee ceases to be employed by, or provide service to, Employed by the Employer it shall immediately terminate. 2 4. Exercise Procedures. (a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. At such time as the Committee shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (iii) by such other method as the Company may approve. The Company may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option. (b) The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Company, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee's death) represent that the Grantee is purchasing Shares for the Grantee's own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect, in a form and manner prescribed by the Company, to satisfy any tax withholding obligations of the Employer with respect to the Option by having Shares withheld up to an amount sufficient to satisfy the applicable withholding tax obligations, but not in excess of the maximum statutory tax rates in the applicable jurisdiction(s). View More
Term of Options. (a) The Option shall have a term of ten five (5) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. (b) Unless otherwise specified by the Board, the Option shall automatically terminate on the date on which the Grantee ceases to provide service to the Company for any reason, except for the happening of any of the events described in Paragraph 3(c). (c) The Option s...hall automatically terminate upon the happening of the first of the following events: (i) The date on which the Board determines that the Grantee has engaged in conduct that constitutes Cause at any time while the Grantee is providing service to the Company. In addition, notwithstanding the other provisions of this Paragraph 3, if the Board determines that the Grantee has engaged in conduct that constitutes Cause after the Grantee's termination of service for any reason, the Option shall immediately terminate. (ii) The expiration of the 90-day period after the Grantee ceases to be employed by, provide services to the Company, as a result of a termination of service without Cause or provide service to, the Employer, if the termination is for any reason other than Disability, death or Cause (as defined in Grantee voluntarily terminated service and provided the Plan). (ii) The expiration Company with at least 90 days advance written notice of the one-year period after effective date of such termination of service with the Grantee ceases to be employed by, or provide service to, the Employer on account of the Grantee's Disability. Company. (iii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, services to the Employer, Company on account of the Grantee's Disability. (iv) The expiration of the one-year period after the Grantee ceases to provide services to the Company, if the Grantee dies while employed by, or providing in the service to, the Employer or within 90 days after the Grantee ceases to be so employed or provide services on account of a termination described in subparagraph (i) above. (iv) The date on which the Grantee ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee's employment or service terminates, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not yet delivered the Share certificates, upon refund by the Company of the exercise price paid by the Grantee for such Shares. Company. Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of five (5) years from the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide service to, to the Employer Company shall immediately terminate. View More
Term of Options. (a) The Option shall have a term of ten years from the Date of Grant January , 20 and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. (b) The Option shall automatically terminate upon the happening of the first of the following events: (i) The expiration of the 90-day period after the Grantee ceases to be employed by, or provide service to, the Employer, if the termination is for any reason oth...er than Disability, Disability (as defined in the Plan), death or Cause (as defined in the Plan). (ii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer on account of the Grantee's Disability. (iii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or within 90 days after the Grantee ceases to be so employed or provide such services on account of a termination described in subparagraph (i) above. (iv) The date on which the Grantee ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee's employment or service terminates, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not yet delivered the Share certificates, upon refund by the Company of the exercise price paid by the Grantee for such Shares. terminate. Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide service to, the Employer shall immediately terminate. FIRST POTOMAC REALTY TRUST NONQUALIFIED STOCK OPTION AGREEMENT PAGE 3 4. Exercise Procedures. (a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Trust a written notice of intent to exercise in the form made available to Grantee on the Company's Intranet and in the manner provided in this Agreement, specifying the number of Common Shares as to which the Option is to be exercised. At such time as the Committee shall determine, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Committee, by delivering Common Shares, which shall be valued at their Fair Market Value (as defined in the Plan) on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of Common Shares having a Fair Market Value on the date of exercise equal to the exercise price (or the portion of the exercise price to be paid by the surrender of shares or attestation), (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of Common Shares to exercise the Option. (b) The obligation of the Trust to deliver Common Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as the Trust's counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Trust may require that the Grantee (or other person exercising the Option after the Grantee's death) represent that the Grantee is purchasing Common Shares for the Grantee's own account and not with a view to or for sale in connection with any distribution of the Common Shares, or such other representation as the Committee deems appropriate. (c) All obligations of the Trust under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having Common Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. View More
Term of Options. (a) The Option shall have a term of ten (10) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. (b) The Unless a later termination date is provided for in a Company-sponsored plan, policy or arrangement, or any agreement to which the Employer is a party, the Option shall automatically terminate upon the happening of the first of the following events: (i) The expira...tion of the 90-day ninety (90) day period after the Grantee ceases to be employed by, or provide service to, the Employer, if the termination is for any reason other than Disability, Disability (as defined in the Plan), death or Cause (as defined in the Plan). (ii) The expiration of the one-year one (1) year period after the Grantee ceases to be employed by, or provide service to, the Employer on account of the Grantee's Disability. (iii) The expiration of the one-year one (1) year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies (x) while employed by, or providing service to, the Employer or (y) within 90 ninety (90) days after the Grantee ceases to be so employed or provide such services on account of a termination described in subparagraph (i) above. (iv) The date on which the Grantee ceases to be employed by, or provide service to, the Employer on account of a termination by the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Committee determines that the Grantee engages has engaged in conduct that constitutes Cause at any time while the Grantee is employed by, or providing service to, the Employer or after the Grantee's termination of employment or service terminates, service, any Option held by the Option Grantee shall immediately terminate, and the Grantee shall automatically forfeit all Shares shares underlying any exercised portion of the an Option for which the Company has not yet delivered the Share share certificates, upon refund by the Company of the exercise price Exercise Price paid by the Grantee for such Shares. shares. Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Any portion of the Option that is not vested and exercisable at the time the Grantee ceases to be employed by, or provide service to, the Employer shall immediately terminate. The Grantee shall pay the Exercise Price (i) in cash, (ii) by - 2 - delivering shares of Company Stock owned by the Grantee (including Company Stock acquired in connection with the exercise of an Option, subject to such restrictions as the Committee deems appropriate) and having a Fair Market Value (as defined in the Plan) on the date of exercise equal to the Exercise Price or by attestation (on a form prescribed by the Committee) to ownership of shares of Company Stock having a Fair Market Value on the date of exercise equal to the Exercise Price; (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board; or (iv) by such other method as the Committee may approve. In addition, the Grantee may elect to settle the Option on a "net basis" by taking delivery of the number of Company Stock equal to Fair Market Value of the shares subject to any Option less the exercise price, any tax (or governmental obligation) or other administration fees due. The Company may impose from time to time such limitations as it deems appropriate on the use of shares of Company Stock to exercise the Option. (b) The obligation of the Company to deliver shares of Company Stock upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Company, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee (or other person exercising the Option after the Grantee's death) represent that the Grantee is purchasing shares of Company Stock for the Grantee's own account and not with a view to or for sale in connection with any distribution of the shares of Company Stock, or such other representation as the Company deems appropriate. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. The Grantee may elect to satisfy any tax withholding obligation of the Company with respect to the Option by having shares of Company Stock withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. View More
Term of Options. (a) The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. Notwithstanding the foregoing, in the event that on the last business day of the term of the Option, the exercise of the Option is prohibited by applicable law, including a prohibition on purchases or sales of Company Stock under the Company's insider trading policy, the term... of the Option shall be extended for a period of 30 days following the end of the legal prohibition, unless the Committee determines otherwise. (b) The Option shall automatically terminate upon the happening of the first of the following events: (i) The expiration of the 90-day period after the Grantee Participant ceases to be employed by, or provide service to, the Employer, if the termination is for any reason other than Disability, death or Cause (as defined in the Plan). Cause. (ii) The expiration of the one-year period after the Grantee Participant ceases to be employed by, or provide service to, the Employer on account of the Grantee's Participant's Disability. -2- (iii) The expiration of the one-year period after the Grantee Participant ceases to be employed by, or provide service to, the Employer, if the Grantee Participant dies while employed by, or providing service to, the Employer or the Participant dies within 90 days after the Grantee Participant ceases to be so employed or to provide services on account of a termination described in subparagraph (i) above. to the Employer for any reason other than Disability, death or Cause. (iv) The date on which the Grantee Participant ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph Section 3, if the Grantee Participant engages in conduct that constitutes Cause after the Grantee's Participant's employment or service terminates, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not yet delivered the Share certificates, upon refund by the Company of the exercise price paid by the Grantee for such Shares. terminate. Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Grant, except as provided under Section 3(a) above. Any portion of the Option that is not exercisable at the time the Grantee Participant ceases to be employed by, or provide service to, the Employer shall immediately terminate. View More
Term of Options. (a) The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the applicable terms of the Plan. Notwithstanding the foregoing, in the event that on the last business day of the term of the Option, the exercise of the Option is prohibited by applicable law, including a prohibition on purchases or sales of Company Stock under the Company's insider ...trading policy, the term of the Option shall be extended for a period of 30 days following the end of the legal prohibition, unless the Committee determines otherwise. (b) The Option shall automatically terminate upon the happening of the first of the following events: (i) The expiration of the 90-day period after the Grantee Participant ceases to be employed by, or provide service to, the Employer, if the termination is for any reason other than Disability, death or Cause (as defined in the Plan). Cause. (ii) The expiration of the one-year period after the Grantee Participant ceases to be employed by, or provide service to, the Employer on account of the Grantee's Participant's Disability. (iii) The expiration of the one-year period after the Grantee Participant ceases to be employed by, or provide service to, the Employer, if the Grantee Participant dies while employed by, or providing service to, the Employer or the Participant dies within 90 days after the Grantee Participant ceases to be so employed by or to provide services on account of a termination described in subparagraph (i) above. to the Employer for any reason other than Disability, death or Cause. (iv) The date on which the Grantee Participant ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph Section 3, if the Grantee Participant engages in conduct that constitutes Cause after the Grantee's Participant's employment or service terminates, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not yet delivered the Share certificates, upon refund by the Company of the exercise price paid by the Grantee for such Shares. terminate. -3- Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant. Grant, except as provided under Section 3(a) above. Any portion of the Option that is not exercisable at the time the Grantee Participant ceases to be employed by, or provide service to, the Employer shall immediately terminate. View More
