Termination of Employment Clause Example with 68 Variations from Business Contracts
This page contains Termination of Employment 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.
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if the Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by reason of the Optionee's death, any portion of this Stock Option outstanding on such date shall become fully exercisable and may therea...fter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee's duties to the Company. (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.View More
Variations of a "Termination of Employment" Clause from Business Contracts
Termination of Employment. Subject If the Participant's employment is terminated with the Company, the Option and any unexercised portion shall be subject to any contrary provision the provisions below: (a) Upon the termination of the Participant's employment with the Company, to the extent not theretofore exercised, the Participant's vested Option shall continue to be valid; provided, however, that: (i) If the Participant shall die while in the employment agreement with the Optionee, if the Optionee's employment by emplo...y of the Company or during the one (1) year period, whichever is applicable, specified in clause (ii) below and at a Subsidiary (as defined in the Plan) is terminated, the period within which time when such Participant was entitled to exercise an Option as herein provided, the Stock legal representative of such Participant, or such Person who acquired such Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by bequest or inheritance or by reason of the Optionee's death, any portion death of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 Participant, may, not later than fifteen (15) months from the date of death death, exercise such Option, to the extent not theretofore exercised, in respect of any or until all of such number of Shares specified by the Expiration Date, if earlier. (b) Termination Due to Disability. Administrator in such Option; and (ii) If the Optionee's Participant's employment terminates shall terminate by reason of the Optionee's Participant's retirement (at such age upon such conditions as shall be specified by the Board of Directors), disability (as determined described in Section 22(e) of the Code), resignation by Participant for "good reason" (as defined below), or dismissal by the Administrator), Company other than "for cause" (as defined below), and while the Participant is entitled to exercise such Option as herein provided, the Participant shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of any portion or all of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised number of Shares as specified by the Optionee for a period of 12 months Administrator in such Option, at any time up to one (1) year from the date of termination or until of the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's Participant's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) retirement, disability, resignation by Participant for good reason or dismissal other than for cause, provided that if the Participant dies within such twelve (12) month period, subclause (i) above shall apply. (b) If the Participant voluntarily terminates his employment without good reason or is discharged for cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof, whether vested or unvested. (c) If any Options granted hereunder shall be exercised by the Optionee Participant's legal representative if the Participant should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the Optionee's duties right of such legal representative or other person to exercise such Options. (d) For all purposes under this Agreement, the term "good reason" shall mean "Good Reason" as defined in the employment agreement then in effect between the Participant and the Company or, in the absence of such an agreement, as defined in the Participant's most recent prior employment agreement with the Company. (d) Other Termination. If (e) For all purposes under this Agreement, the Optionee's term "for cause" shall mean "Cause" as defined in the employment terminates for any reason other than agreement then in effect between the Optionee's death, Participant and the Optionee's disability, or Cause, and unless otherwise determined by Company or, in the Administrator, any portion absence of this Stock Option outstanding on such date may be exercised, to an agreement, as defined in the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. Plan. View More
Termination of Employment. Subject to any contrary provision in the If your employment agreement is terminated with the Optionee, if Company, the Optionee's Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of your employment with the Company, to the extent not theretofore exercised, your Option shall continue to be valid; provided, however, that: (i) If the Participant's employment is terminated by dismissal by the Company or a Subsidiary other than for cause (as define...d below), disability (as described in Section 22(e) of the Code) or death while in the Plan) is terminated, employ of the period within which Company and at a time when such Participant was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the Stock date of termination, and the Participant or their legal representative of such Participant, as the case may be, or such Person who acquired such Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by bequest or inheritance or by reason of the Optionee's death, any portion death of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 Participant, may, not later than fifteen (15) months from the date of death death, exercise such Option, to the extent not theretofore exercised, in respect of any or until all of such number of Shares specified by the Expiration Date, if earlier. (b) Termination Due to Disability. Administrator in such Option; and (ii) If the Optionee's employment terminates of any Participant to whom such Option shall have been granted shall terminate by reason of the Optionee's disability (as determined Participant's retirement (at such age upon such conditions as shall be specified by the Administrator), Board of Directors), and while such Participant is entitled to exercise such Option as herein provided, any portion unvested Options shall automatically vest and become exercisable as of this Stock the date of retirement, such Participant shall have the right to exercise such Option outstanding on so granted, to the extent not theretofore exercised, in respect of any or all of such date shall become fully exercisable and may thereafter be exercised number of Shares as specified by the Optionee for a period of 12 months Administrator in such Option, at any time up to one (1) year from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If of the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by retirement. (b) If you voluntarily terminate your employment, Participant shall have the Optionee of the Optionee's duties right to the Company. (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock exercise such Option outstanding on such date may be exercised, that has vested, to the extent exercisable on the date of termination, for a period of three months not theretofore exercised, at any time up to ninety (90) days from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment employment, or if you are discharged for cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be conclusive and binding on exercised by your legal representative if you should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the Optionee and his right of such legal representative or her representatives other person to exercise such Options. (d) For all purposes of the Plan, the term "for cause" shall mean "cause" as defined in the Plan or legatees. your employment agreement with the Company. View More
Termination of Employment. Subject Termination of Employment, Retirement, death or Disability of Optionee, shall affect Optionee's rights under the Nonqualified Option as follows: (a) Termination of Employment. If Employment of Optionee is terminated for any reason whatsoever other than death, Disability or Retirement, subject to the provisions of this Section 7, any contrary provision in nonvested portion of the employment agreement with Nonqualified Option outstanding at the Optionee, if the Optionee's employment by the... Company or a Subsidiary (as defined in the Plan) is terminated, the period within which time of such termination and all rights thereunder shall wholly and completely terminate and no further vesting shall occur, and Optionee shall be entitled to exercise his or her rights with respect to the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by reason portion of the Optionee's death, any portion Nonqualified Option vested as of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until for a period that shall end on the Expiration Date, if earlier. (c) Termination for Cause. If earlier of (i) the Optionee's employment terminates for Cause, any expiration date set forth in the Nonqualified Option with respect to the vested portion of this Stock the Nonqualified Option outstanding on or (ii) the date that occurs three (3) months after such date termination date. (b) Retirement. Upon the Retirement of Optionee: (i) any nonvested portion of the Nonqualified Option shall immediately terminate immediately and be of no further force vesting shall occur; and effect. For purposes hereof, "Cause" (ii) any vested portion of the Nonqualified Option shall mean, unless otherwise provided in an employment agreement between expire on the Company and earlier of (A) the Optionee, a determination by expiration of the Administrator that Option Period; or (B) the Optionee shall be dismissed expiration of twelve (12) months after the date of Retirement. (c) Disability or Death. Upon termination of Employment as a result of (i) any material breach by Disability or death of Optionee or if Optionee retires and dies during the period described in Section 7(b)(ii) above (hereinafter the "Applicable Retirement Period"), or if the Optionee's Employment was terminated as a result of Disability and the Optionee dies during the period that expires on the earlier of any agreement between the Optionee and expiration of the Company; (ii) Option Period or the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee first anniversary of the Optionee's duties termination of Employment due to Disability (hereinafter the Company. "Applicable Disability Period"), (i) any nonvested portion of the Nonqualified Option that has not already terminated shall immediately terminate and no further vesting shall occur; and (ii) any vested portion of the Nonqualified Option shall expire upon the earlier of (A) the expiration of the Option Period or (B) the later of (1) the first anniversary of such termination of Employment as a result of Disability or death, or (2) the first anniversary of Optionee's death during the Applicable Retirement Period or the Applicable Disability Period. (d) Other Termination. If Notwithstanding any other provision of the Optionee's employment terminates Nonqualified Option, the Committee, in its discretion, may provide that, (i) upon Retirement of Optionee or upon termination of Employment as a result of Disability or death of Optionee, all or a part of any unvested portion of the Nonqualified Option shall become vested, and together with the previously vested portion of the Nonqualified Option, shall be exercisable for any reason other than the Optionee's death, the Optionee's disability, or Cause, such period and unless otherwise upon such terms and conditions as may be determined by the Administrator, any Committee; or (ii) in the event that the Optionee ceases to be an Employee, the vested portion of this Stock the Nonqualified Option outstanding on shall remain exercisable for such date period and upon such terms and conditions as may be exercised, determined by the Committee; provided, however, that no such acceleration of vesting or continuation of exercisability shall be effective prior to the extent exercisable on the date of termination, for a period of three months from the date of termination or until Committee's written determination, and no continuation may exceed the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination expiration of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. Option Period. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, Section 15 of this Agreement, if the Optionee's employment by with the Company and any of its Subsidiaries is terminated for any reason (other than death or a Subsidiary (as total disability or termination for cause as defined in the Plan) is terminated, prior to the period within which to exercise Expiration Date, then the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to... Death. If the Optionee's employment terminates by reason of the Optionee's death, any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee's duties to the Company. (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable of the number of Common Shares with respect to which the Optionee could have exercised it on the date of termination, for a period such termination of employment, at any time prior to the earlier of (i) the Expiration 12178643.4 Date, or (ii) three months from the date after such termination of termination or until the Expiration Date, if earlier. Any portion employment. Subject to Section 15 of this Stock Agreement, any part of the Option that is was not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for before that termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. terminate at that time. View More
Termination of Employment. Subject All rights of Optionee in this Option, to any contrary provision in the employment agreement with the Optionee, if the extent that it has not previously become vested and been exercised, shall terminate upon Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination Termination of Employment except as set forth below. (a) Termination Due to Death. If the Optionee's... employment terminates by reason in this Section 7. The portion of the Optionee's death, Option that relates to any portion Shares that were unvested and unexercisable as of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until Optionee's Termination of Employment shall terminate and expire effective immediately upon such date. With respect to the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason vested and exercisable portion of the Optionee's disability (as determined by Option, and subject to the Administrator), any portion following sentence: (i) In the event of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period Termination of 12 months from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed Employment other than as a result of (i) any material breach by Optionee's death or disability, Optionee shall have ninety (90) days to exercise the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee's duties Option as to the Company. (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, Shares subject to the extent Option that were vested and exercisable on as of the date of termination, for Termination of Employment; and (ii) In the event of Termination of Employment as a period result of three months from Optionee's death or disability (including a Total and Permanent Disability), Optionee shall have one (1) year to exercise the Option as to the Shares subject to the Option that were vested and exercisable as of the date of termination or until Termination of Employment. Notwithstanding the above, in no event may an Option be exercised, even as to vested and otherwise exercisable Shares, after the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. Date set forth in Section 5 above. View More
Termination of Employment. Subject Termination of Employment, Retirement, death or Disability of Optionee, shall affect Optionee's rights under the Incentive Option as follows: (a) Termination of Employment. If Employment of Optionee is terminated for any reason whatsoever other than death, Disability or Retirement, subject to the provisions of this Section 7, any contrary provision in nonvested portion of the employment agreement with Incentive Option outstanding at the Optionee, if the Optionee's employment by the Compa...ny or a Subsidiary (as defined in the Plan) is terminated, the period within which time of such termination and all rights thereunder shall wholly and completely terminate and no further vesting shall occur, and Optionee shall be entitled to exercise his or her rights with respect to the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by reason portion of the Optionee's death, any portion Incentive Option vested as of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination for a period that shall end on the earlier of (i) the expiration date set forth in the Incentive Option with respect to the vested portion of the Incentive Option or until (ii) the Expiration Date, if earlier. (c) Termination for Cause. If date that occurs three (3) months after such termination date. (b) Retirement. Upon the Retirement of Optionee: (i) any nonvested portion of the Incentive Option shall immediately terminate and no further vesting shall occur; and (ii) any vested portion of the Incentive Option shall expire on the earlier of (A) the expiration of the Option Period; or (B) the expiration of twelve (12) months after the date of Retirement; provided, however, any exercise more than three (3) months after the Optionee's employment terminates for Cause, any portion Retirement shall result in the Incentive Option becoming a Nonqualified Option. (c) Disability or Death. Upon termination of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed Employment as a result of (i) any material breach by Disability or death of Optionee or if Optionee retires and dies during the period described in Section 7(b)(ii) above (hereinafter the "Applicable Retirement Period"), or if the Optionee's Employment was terminated as a result of Disability and the Optionee dies during the period that expires on the earlier of any agreement between the Optionee and expiration of the Company; (ii) Option Period or the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee first anniversary of the Optionee's duties termination of Employment due to Disability (hereinafter the Company. (d) Other Termination. If "Applicable Disability Period"), (i) any nonvested portion of the Incentive Option that has not already terminated shall immediately terminate and no further vesting shall occur; and (ii) any vested portion of the Incentive Option shall expire upon the earlier of (A) the expiration of the Option Period or (B) the later of (1) the first anniversary of such termination of Employment as a result of Disability or death, or (2) the first anniversary of Optionee's death during the Applicable Retirement Period or the Applicable Disability Period; provided, however, if the Optionee's employment terminates for death occurs in any reason other Applicable Retirement Period more than three (3) months after the Optionee's death, Retirement, the Optionee's disability, Incentive Option shall automatically become a Nonqualified Option. (d) Notwithstanding any other provision of the Incentive Option, the Committee, in its discretion, may provide that, (i) upon Retirement of Optionee or Cause, upon termination of Employment as a result of Disability or death of Optionee, all or a part of any unvested portion of the Incentive Option shall become vested, and unless otherwise together with the previously vested portion of the Incentive Option, shall be exercisable for such period and upon such terms and conditions as may be determined by the Administrator, any Committee; or (ii) in the event that the Optionee ceases to be an Employee, the vested portion of this Stock the Incentive Option outstanding on shall remain exercisable for such date period and upon such terms and conditions as may be exercised, determined by the Committee; provided, however, that no such acceleration of vesting or continuation of exercisability shall be effective prior to the extent exercisable on the date of termination, for a period the Committee's written determination, no continuation may exceed the expiration of the Option Period, and any continuation that extends exercisability more than three (3) months from beyond the date of termination Optionee's Retirement, death or until Disability shall result in the Expiration Date, if earlier. Any portion of this Stock Incentive Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. becoming a Nonqualified Option. View More
Termination of Employment. Subject to any contrary provision in Voluntary or involuntary termination of Employment shall affect Optionee's rights under the employment agreement with the Optionee, if the Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by reason of the Optionee's death, any portion of ...this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) follows: Termination for Cause. If the Optionee's employment terminates for Cause, The entire Option, including any vested portion of this Stock Option outstanding on such date thereof, shall expire and terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee's duties to the Company. (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination of Employment and shall not be exercisable to any extent if Optionee's Employment is terminated for Cause (as defined in the Plan at the time of such termination of Employment) effective as of 12:01 a.m. (CST) on the date of such termination of Employment. Retirement. Upon the termination of Employment due to the Optionee's Retirement at or after attaining age 65: (i) subject to the vesting schedule in Section 19, any non-vested portion of the Option shall immediately terminate immediately and be of no further force or effect. The Administrator's determination vesting shall occur and (ii) any vested portion of the reason for Option shall expire on the expiration of six (6) months after the date of termination of Employment due to Retirement; provided, however, in no event may the Option be exercised by anyone after expiration of the Option Period. Death or Disability. If Optionee's employment Employment is terminated due to death or Disability (as defined in the Plan at the time of such termination), then (i) subject to the vesting schedule in Section 19, any non-vested portion of the Option shall be conclusive and binding immediately expire on the termination of Employment date and (ii) any vested portion of the Option shall expire on the one-year anniversary date of the termination of Employment date (to the extent not previously exercised by Optionee) or, in the case of death, by the person or persons to whom Optionee's rights under the Option have passed by will or by the laws of descent and distribution or, in the case of Disability, by Optionee or Optionee's legal representative; provided, however, in no event may the Option be exercised by anyone after expiration of the Option Period. Other Involuntary Termination or Voluntary Termination. If Optionee's Employment is terminated for whatever reason, or Optionee resigns for any reason, either voluntarily or involuntarily, except for Cause, Retirement, death or Disability as set out above, then (i) subject to the vesting schedule in Section 19, any non-vested portion of the Option shall immediately expire on the termination of Employment date and his or her representatives or legatees. (ii) any vested portion of the Option shall expire to the extent not exercised within one hundred twenty (120) days after such termination date; provided, however, in no event may the Option be exercised by anyone after expiration of the Option Period. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if the Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by reason of with or service to the Optionee's death, any portion of this Stock Option outstanding on such date shall become fully exercis...able Company and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised all Related Corporations is terminated by the Optionee for a period any reason other than death, Disability, Normal or Early Retirement or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of 12 any Option that was exercisable on the date of such termination of employment or service may be exercised for the lesser of three (3) months from after the date of termination or until the Expiration Date, if earlier. (c) Termination balance of such Option's term, which ever period is shorter. The transfer of an Optionee from the employ of or service to the Company to the employ of or service to a Related Corporation, or vice versa, or from one Related Corporation to another, shall not be deemed to constitute a termination of employment or service for Cause. If purposes of the Option Agreement. (a) In the event that the Optionee's employment terminates or service with the Company and all Related Corporations is terminated by the Company or any Related Corporations for Cause, "Cause" any unexercised portion of this Stock any Option outstanding on such date shall immediately terminate immediately and be of no further force and effect. in its entirety. For purposes hereof, "Cause" shall mean, unless otherwise provided defined in an employment agreement between the Company and the Optionee, "Cause" shall be defined in accordance with the Plan and shall exist upon a good-faith determination by the Administrator Board of Directors, ; provided, however, that it is specifically understood that "Cause" shall not include any act of commission or omission in the Optionee shall be dismissed good-faith exercise of the Optionee's business judgment as a result director, officer or employee of (i) any material breach by the Optionee Company, as the case may be, or upon the advice of any counsel to the Company. Notwithstanding the foregoing, if Cause is defined in an employment agreement between the Optionee Company and the Company; (ii) Optionee, then, with respect to such Optionee, Cause shall have the conviction of, indictment for meaning ascribed to it in such employment agreement. (b) In the event that an Optionee is removed as a director, officer or plea of nolo contendere employee by the Company at any time other than for "Cause" then the Option granted to such Optionee shall immediately vest. In the event that an Optionee resigns as a director, officer of employee for "Good Reason" then the Option granted to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) such Optionee may be exercised by the Optionee of the Optionee's duties to the Company. (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, Optionee, to the extent the Option was exercisable on the date of termination, for such Optionee ceases to be a period of three months from director, officer or employee. Such Option may be exercised at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee for "Good Reason", or the date on which the Option otherwise expires by its terms; whichever period is shorter, at which time the Option shall terminate; provided, however, if the Optionee dies before the Options terminate and are no longer exercisable, the terms and provisions of termination or until the Expiration Date, if earlier. Any portion Section 11 shall control. For purposes of this Stock Option Section 8(b), and unless otherwise defined in an employment agreement between the Company and the relevant Optionee, Good Reason shall exist upon the occurrence of the following: (A) the assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to the assignment; 2533 South Coast Highway 101, Suite 210, Cardiff-by-the-Sea, CA 92007-2133 Main: (858) 633-0300 Fax: (858) 380-1999 www.conkwest.com (B) a Change in Control resulting in a significant adverse alteration in the status or conditions of Optionee's participation with the Company or other nature of Optionee's responsibilities from those in effect prior to such Change in Control, including any significant alteration in Optionee's responsibilities immediately prior to such Change in Control; (C) the failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior to such failure (other than a reduction in benefits applicable to all, or substantially all, employees, officers or directors, as the case may be); and (D) a relocation of the Company's offices or Optionee's assigned place of work resulting in Optionee having to travel on a daily basis more than fifty (50) miles total from Optionee's residence, if Optionee is not exercisable on permitted to regularly work from Optionee's residence. Notwithstanding the date of termination foregoing, if Good Reason is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Good Reason shall terminate immediately and be of no further force or effect. The Administrator's determination of have the reason for termination of the Optionee's meaning ascribed to it in such employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. agreement. View More
Termination of Employment. Subject to any contrary provision in Voluntary or involuntary termination of Employment shall affect Optionee's rights under the employment agreement with the Optionee, if the Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. follows: (a) Termination Due to Death. If the Optionee's employment terminates by reason of the Optionee's death, any po...rtion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, The entire Option, including any vested portion of this Stock Option outstanding on such date thereof, shall expire and terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee's duties to the Company. (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination of Employment and shall not be exercisable to any extent if Optionee's Employment is terminated for Cause (as defined in the Plan at the time of such termination of Employment) effective as of 12:01 a.m. (CST) on the date of such termination of Employment. (b) Retirement. In the event of Optionee's Retirement at or after attaining (i) age 65 and (ii) at least ten (10) years of Employment service, all of the Options shall become 100% vested as of the date of termination of Employment. Upon the termination of Employment due to the Optionee's Retirement at or after attaining age 65 but without ten (10) years of Employment service, subject to the Vesting Schedule, any non-vested portion of the Option shall immediately terminate immediately and be of no further force or effect. The Administrator's determination vesting shall occur. Any vested Option shall expire on the expiration of six (6) months after the date of termination of Employment due to Retirement; provided, however, in no event may the Option be exercised by anyone after expiration of the reason for Option Period. (c) Death or Disability. If Optionee's Employment is terminated due to death or Disability (as defined in the Plan at the time of such termination), then (i) subject to the Vesting Schedule, any non-vested portion of the Option shall immediately expire on the termination of Employment date and (ii) any vested portion of the Optionee's employment Option shall be conclusive and binding expire on the one-year anniversary date of the termination of Employment date (to the extent not previously exercised by Optionee) or, in the case of death, by the person or persons to whom Optionee's rights under the Option have passed by will or by the laws of descent and distribution or, in the case of Disability, by Optionee or Optionee's legal representative; provided, however, in no event may the Option be exercised by anyone after expiration of the Option Period. (d) Other Involuntary Termination or Voluntary Termination. If Optionee's Employment is terminated for whatever reason, or Optionee resigns for any reason, either voluntarily or involuntarily, except for Cause, Retirement, death or Disability as set out above, then (i) subject to the Vesting Schedule, any non-vested portion of the Option shall immediately expire on the termination of Employment date and his or her representatives or legatees. (ii) any vested portion of the Option shall expire to the extent not exercised within one hundred twenty (120) days after such termination date; provided, however, in no event may the Option be exercised by anyone after expiration of the Option Period. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if If the Optionee's employment with or service to the Company and all Related Corporations is terminated by the Optionee for any reason other than death, Disability or Normal or Early Retirement or Good Reason, the Option shall thereupon terminate, except that the portion of any Option that was exercisable on the date of such termination of employment or service may be exercised for the balance of such Option's ter...m. The transfer of an Optionee from the employ of or service to the Company to the employ of or service to a Related Corporation, or vice versa, or from one Related Corporation to another, shall not be deemed to constitute a termination of employment or service for purposes of the Option Agreement. (a) In the event that the Optionee's employment or service with the Company and all Related Corporations is terminated by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by reason of the Optionee's death, any Related Corporations for "cause" any unexercised portion of this Stock any Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall immediately terminate immediately and be of no further force and effect. in its entirety. For purposes hereof, "Cause" shall mean, unless otherwise provided defined in an employment agreement between the Company and the Optionee, "Cause" shall exist upon a good-faith determination by the Administrator Board of Directors, following a hearing before the Board of Directors at which the Optionee was represented by counsel and given an opportunity to be heard, that such Optionee has been accused of fraud, dishonesty or act detrimental to the interests of the Company or any Related Corporation of Company or that the Optionee has been accused of or convicted of an act of willful and material embezzlement or fraud against the Company or of a felony under any state or federal statute; provided, however, that it is specifically understood that "Cause" shall be dismissed not include any act of commission or omission in the good-faith exercise of the Optionee's business judgment as a result director, officer or employee of (i) any material breach the Company, as the case may be, or upon the advice of counsel to the Company. Notwithstanding the foregoing, if Cause is defined in an employment agreement between the Company and the Optionee, then, with respect to such Optionee, Cause shall have the meaning ascribed to it in such employment agreement. 3 (b) In the event that an Optionee is removed as a director, officer or employee by the Company at any time other than for "Cause" or resigns as a director, officer or employee for "Good Reason" the Option granted to such Optionee shall immediately vest in full. Such Option may be exercised at any time within one (1) year after the date the Optionee ceases to be a director, officer or employee, or the date on which the Option otherwise expires by its terms; whichever period is shorter, at which time the Option shall terminate; provided, however, if the Optionee dies before the Options terminate and are no longer exercisable, the terms and provisions of Section 11 shall control. For purposes of this Section 8(b), and unless otherwise defined in an employment agreement between the Company and the relevant Optionee, Good Reason shall exist upon the occurrence of the following: (A) the assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to the assignment; (B) a Change in Control resulting in a significant adverse alteration in the status or conditions of Optionee's participation with the Company or other nature of Optionee's responsibilities from those in effect prior to such Change in Control, including any significant alteration in Optionee's responsibilities immediately prior to such Change in Control; and (C) the failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior to such failure. Notwithstanding the foregoing, if Good Reason is defined in an employment agreement between the Optionee Company and the Company; (ii) relevant Optionee, then, with respect to such Optionee, Good Reason shall have the conviction of, indictment for or plea of nolo contendere by the Optionee meaning ascribed to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee's duties to the Company. (d) Other Termination. If the Optionee's it in such employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. agreement. View More
