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 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 three months from employment, at any time prior to the date earlier of termination or until (i) the Expiration Date, if earlier. Any portion or (ii) three months after such termination of 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 2.1 General Rule. Except as provided in this Section 2, the Option may not be exercised unless at the time of exercise the Optionee is employed by the Company and shall have been so employed or provided such service continuously since the Grant Date. For purposes of this Notification, the Optionee is considered to be employed by the Company if the Optionee is employed by the Company or any contrary provision in parent or subsidiary of the employment agreement with the Optionee, if Compan...y (an "Employer"). 2.2 Termination Generally. 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) 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 because of Total Disability or death as provided in Sections 2.3 or 2.4, 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 exercised at any time before the extent exercisable on Expiration Date or the expiration of 30 days after the date of termination, for a period of three months from whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of termination or until termination. 2.3 Termination Because of Total Disability. If the Optionee's employment by the Company terminates because of Total Disability, the Option may be exercised at any time before the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on Date or before the date 12 months after the date of termination shall terminate immediately termination, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of termination. The term "Total Disability" means a mental or physical impairment which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes the Optionee to be of no further force or effect. The Administrator's determination unable, in the opinion of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and Company, to perform his or her representatives duties as an employee of the Company. Total Disability shall be deemed to have occurred on the first day after the Company has made a determination of Total Disability. 2.4 Termination Because of Death. If the Optionee dies while employed by the Company, the Option may be exercised at any time before the Expiration Date or legatees. before the date 12 months after the date of death, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of death and only by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or by the laws of descent and distribution of the state or country of domicile at the time of death. 2.5 Leave of Absence. Absence on leave approved by the Employer or on account of illness or disability shall not be deemed a termination or interruption of employment. Vesting of the Option shall continue during a medical, family or military leave of absence, whether paid or unpaid, and vesting of the Option shall be suspended during any other unpaid leave of absence. 2.6 Failure to Exercise Option. To the extent that following termination of employment, the Option is not exercised within the applicable periods described above, all further rights to purchase shares pursuant to the Option shall cease and terminate. View More
Termination of Employment. Subject 6.1 General Rule. Except as provided in this Section 6 or the Employment Agreement, the Options may not be exercised unless at the time of exercise the Optionee is employed by the Company and shall have been so employed continuously from the Award Date through the end of the vesting period. For purposes of this Agreement, the Optionee is considered to be employed by the Company if the Optionee is employed by the Company or any contrary provision in parent or subsidiary of the employment ...agreement with the Optionee, if Company (an "Employer"). 6.2 Termination Generally. 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) 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 as provided in Sections 6.3 or 6.4 below, 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 Options may be exercised, to exercised at any time before the extent exercisable on Expiration Date or the expiration of 30 days after the date of termination, for a period of three months from whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of termination or until termination, and all unvested Options shall be forfeited and canceled. 6.3 Total Disability. If the Optionee's employment with the Company is terminated at any time because of Total Disability (as defined in the Employment Agreement), the Option may be exercised at any time before the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on Date or before the date 12 months after the date of termination shall terminate immediately termination, whichever is the shorter period, but only if and be to the extent the Optionee was entitled to exercise the Option at the date of no further force or effect. The Administrator's determination of the reason for termination of termination.. 6.4 Death. If the Optionee's employment shall with the Company is terminated at any time because of death, the Option may be conclusive exercised at any time before the Expiration Date or before the date 12 months after the date of death, whichever is the shorter period, but only if and binding on to the extent the Optionee was entitled to exercise the Option at the date of death and his only by the person or her representatives persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or legatees. by the laws of descent and distribution of the state or country of domicile at the time of death. 6.5 Failure to Exercise Options. To the extent that following termination of employment, the Options are not exercised within the applicable periods described above (or the Employment Agreement, if applicable), all further rights to purchase shares pursuant to the Options shall cease and terminate. 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 with the Company and all Related Corporations is terminated for any reason of (other than death or disability) prior to the Optionee's ...death, any portion of Expiration Date, then 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 three months from employment, at any time prior to the date earlier of termination or until (i) the Expiration Date, if earlier. or (ii) three months after such termination of employment. Any portion part of this Stock the Option that is was not exercisable on immediately before 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. terminate at that time. View More
Termination of Employment. Subject (a) Except as provided in this Section 4, the Option may not be exercised after the Optionee has ceased to any contrary provision in be employed by or serve as a consultant to the employment agreement with Company or one of its affiliates. In the Optionee, event that the Optionee ceases to be employed by or serve as a consultant to the Company or one of its affiliates, the Option may be exercised following such termination, as follows: (i) if the Optionee's termination of employment or c...essation of services is due to his or her death or Disability (as defined below), the Option shall remain exercisable for a period of one year (but in no event later than the Expiration Date) following the Optionee's death or Disability for all Option Shares for which the Option was otherwise exercisable at the date of Optionee's death or Disability, and shall thereafter terminate; (ii) if the Optionee ceases to be employed by or serve as consultant to the Company or an affiliate other than due to death, Disability or termination for Cause, the Option shall remain exercisable for a period of ninety (90) days following such termination (but in no event later than the Expiration Date) with respect to all Option Shares for which the Option was otherwise exercisable as of the date of such termination, and shall thereafter terminate; and (iii) if the Optionee's termination is by the Company or a Subsidiary one of its affiliates for Cause (as defined in below), 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) 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. such termination. View More
Termination of Employment. Subject Except as provided in this Section 4, the Option may not be exercised after the Optionee has ceased to any contrary provision in the employment agreement with the Optionee, if the Optionee's employment be employed by the Company or a Subsidiary (as defined in one of its affiliates. In the Plan) is terminated, event that the period within which Optionee ceases to exercise be employed by the Stock Company or one of its affiliates, the Option may be subject to earlier termination exercised ...following such termination, as set forth below. follows: (a) Termination Due to Death. If if the Optionee's termination of employment terminates by reason is due to his or her death or Disability (as defined below), (i) if the Vesting Portion of the Optionee's death, any Option has already been determined pursuant to Section 2(b) above, then the unexercised portion of this Stock the Vesting Portion of the Option outstanding on shall remain exercisable until the Expiration Date or (ii) unexercised and unvested stock options issued hereunder shall become immediately fully vested and exercisable by the Optionee and the Option shall remain exercisable until the Expiration Date for the Vesting Portion of the Option Shares, with the level of TSR performance calculated as if the date of termination was the final day of the Performance Period, and as if the level of TSR performance as of such date was the higher of (a) target or (b) actual TSR performance as of such date, as determined in the sole discretion of the Committee in accordance with Section 2(b) and Exhibit A; (b) if the Optionee's termination of employment is by the Company without Cause or by Optionee for Good Reason, in either case within 12 months following the occurrence of a Change of Control, unexercised and unvested stock options issued hereunder shall become immediately fully vested and exercisable and may thereafter be exercised by the Optionee's legal representative Optionee as provided for in Section 3 and the Option shall remain exercisable until the Expiration Date; (c) if the Optionee ceases to be employed by the Company or legatee an affiliate other than under the circumstances described in items (a) and (b) of this Section 4, the Option shall remain 2 exercisable for a period of 12 months from 90 days following such termination (but in no event later than the Expiration Date) with respect to the portion of the Option that was otherwise exercisable as of the date of death or until the Expiration Date, such termination (as provided for in Section 2(b)), and shall thereafter terminate; and (d) if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined termination is by the Administrator), any portion Company or one of this Stock its affiliates for Cause (as defined below), the 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. such termination. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if Voluntary or involuntary termination of the Optionee's employment by with the Company or a Subsidiary (as defined in and all of its Subsidiaries ("Employment") shall affect Optionee's rights under 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 follows: 2 (i) Other than due to Death. If the Optionee's emplo...yment 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 Employment is terminated for any reason other than due to his death pursuant to Section 9(ii) below, then (a) the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any non-vested portion of this Stock the Option outstanding shall immediately expire on such the termination of Employment date may be exercised, and (b) the vested portion of the Option shall expire to the extent exercisable on the date of termination, for a period of three months not exercised within 90 days from the date of such termination of Employment. In no event may the Option be exercised after the earlier of (A) the expiration of the Option Period or until (B) 90 days from the Expiration Date, date of such termination even if earlier. Any Optionee becomes deceased during such period. (ii) Death. If Optionee's Employment is terminated due to his death, then (a) the non-vested portion of this Stock the Option that is shall immediately expire on the termination of Employment date and (b) the vested portion of the Option shall expire on the one (1) year anniversary date of the termination date (to the extent not exercisable 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. In no event may the Option be exercised by anyone on or after the earlier of (A) the expiration of the Option Period or (B) one (1) year after 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 due to Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. death. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if Voluntary or involuntary termination of the Optionee's employment by with the Company or and all of its Subsidiaries, which includes a Subsidiary (as defined termination of directorship by a non-employee director as provided in the Plan) is terminated, Plan ("Employment"), shall affect Optionee's rights under the period within which to exercise the Stock Option may be subject to earlier termination as set forth b...elow. (a) Termination Due follows: 2 (i) Other than 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 Employment is terminated for any reason other than due to his death pursuant to Section 9(ii) below, then (a) the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any non-vested portion of this Stock the Option outstanding shall immediately expire on such the termination of Employment date may be exercised, and (b) the vested portion of the Option shall expire to the extent exercisable on the date of termination, for a period of three months not exercised within 90 days from the date of such termination of Employment. In no event may the Option be exercised after the earlier of (A) the expiration of the Option Period or until (B) 90 days from the Expiration Date, date of such termination even if earlier. Any Optionee becomes deceased during such period. (ii) Death. If Optionee's Employment is terminated due to his death, then (a) the non-vested portion of this Stock the Option that is shall immediately expire on the termination of Employment date and (b) the vested portion of the Option shall expire on the one (1) year anniversary date of the termination date (to the extent not exercisable 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. In no event may the Option be exercised by anyone on or after the earlier of (A) the expiration of the Option Period or (B) one (1) year after 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 due to Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. death. View More
Termination of Employment. Subject 6.1 General Rule. Except as provided in this Section 6 or the Employment Agreement, the Options may not be exercised unless at the time of exercise the Optionee is employed by the Company and shall have been so employed continuously from the Award Date through the end of the Performance Period. For purposes of this Agreement, the Optionee is considered to be employed by the Company if the Optionee is employed by the Company or any contrary provision in parent or subsidiary of the employm...ent agreement with the Optionee, if Company (an "Employer"). 6.2 Termination Generally. 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) 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 as provided in Sections 6.3, 6.4 or 6.5 below, 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 Options may be exercised, to exercised at any time before the extent exercisable on Expiration Date or the expiration of 30 days after the date of termination, for a period of three months from whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of termination or until termination, and all unvested Options shall be forfeited and canceled. 6.3 Total Disability. If the Optionee's employment with the Company is terminated at any time because of Total Disability (as defined in the Employment Agreement), the Options may be exercised at any time before the Expiration Date, if earlier. Any portion Date or the expiration of this Stock Option that is not exercisable on 60 days after the date of termination shall terminate immediately termination, whichever is the shorter period, but only if, and be to the extent, the Optionee was entitled to exercise the Option at the date of no further force or effect. The Administrator's determination termination, including any Options that became vested in accordance with Section 5.5 of the reason for termination of Employment Agreement, and all unvested Options shall be forfeited and canceled. 2 6.4 Death. If the Optionee's employment with the Company is terminated at any time because of death, the Options may be exercised at any time before the Expiration Date or the expiration of 60 days after the date of termination, whichever is the shorter period, but only if, and to the extent, the Optionee was entitled to exercise the Option at the date of termination, including any Options that became vested in accordance with Section 5.4 of the Employment Agreement, and only by the Optionee's personal representative or the person or persons to whom the Optionee's rights under the Options shall pass by the Optionee's will or by the laws of descent and distribution of the state or country of domicile at the time of death. All unvested Options shall be conclusive forfeited and binding on canceled. 6.5 Termination without Cause or for Good Reason. If the Optionee's employment by the Company is terminated by the Company without Cause or by the Optionee for Good Reason at any time prior to the end of the Performance Period, Section 5.3 of the Employment Agreement shall govern the treatment of the Options. Options that became vested pursuant to Section 5.3 of the Employment Agreement may be exercised at any time before the Expiration Date or the expiration of 45 days after the employment termination date, whichever is the shorter period. If a Release is not executed by the Optionee in accordance with the Employment Agreement or any other applicable provision of the Employment Agreement is not complied with by the Optionee, the Options shall be treated in accordance with Section 6.2. For the purposes of this Agreement, "Cause," "Good Reason" and his or her representatives or legatees. "Release" shall have the meanings set forth in the Employment Agreement. 6.6 Failure to Exercise Options. To the extent that following termination of employment, the Options are not exercised within the applicable periods described above (or the Employment Agreement, if applicable), all further rights to purchase shares pursuant to the Options shall cease and terminate. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if (a)If the Optionee's employment by the Company or a Subsidiary terminates, for reasons other than cause (as defined in below), at age 60 or older and the Plan) is terminated, Optionee has at least ten years of service with the period Company, any unvested shares shall continue to vest according to the terms of the Option except that if such termination occurs within which one year from grant date, the number of s...hares that will continue to vest shall be reduced to be proportionate to that portion of the year between grant date and termination date; and the Optionee shall have the right to exercise the Stock Option may be subject at any time within the lesser of: (i) the term of the option, or (ii) a three (3) year period commencing on the day next following such termination; and (b)If the Optionee is an Executive Officer age 65 or older with at least ten years of service with the Company and the Optionee's employment terminates, for reason other than cause (as defined below), or death or "long-term" disability (as defined below), any unvested shares shall continue to earlier termination as set forth below. (a) Termination Due vest according to Death. If the terms of the Option and the Optionee shall have the right to exercise the Option according to the terms of the Option; and (c)If the Optionee's employment terminates by reason of death or "long-term disability", as defined below, of the Optionee's death, Optionee, the Option shall vest in full, and the Optionee or his/her personal representatives, heirs, legatees or distributees shall have the right to exercise the Option granted hereunder at any portion time within the lesser of: (1) the term of the Option or, (ii) a three (3) year period commencing on the date next following such termination. For purposes of this Stock Option outstanding on such date Agreement, "long-term disability" shall become fully exercisable and may thereafter mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be exercised by the Optionee's legal representative expected to result in death or legatee can be expected to last for a continuous period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If not less than twelve months; and (d)If the Optionee's employment terminates by reason of a workforce reduction, any unvested Shares shall continue to vest according to the Optionee's disability (as determined by terms of the Administrator), any option, except that, unless -3- the Optionee is an Executive Officer, age 65 or older and has at least ten years service with the Company at time of termination, if such termination occurs within one year from grant date, the number of shares that will continue to vest shall be reduced to be proportionate to that portion of this Stock Option outstanding on such the year between the grant date shall become fully exercisable and may thereafter be exercised by termination date; and the Optionee for shall have the right to exercise the Option granted hereunder at any time within the lesser of: (i) the term of the Option, or (ii) a three(3) year period of 12 months from commencing on the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If day next following such termination; and (e)If the Optionee's employment terminates voluntarily other than as provided 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 Sections (a), (b), (c) or (d) above, or as a result of (i) involuntary termination other than for cause or as provided for in Sections (c) and (d) above, no additional Shares shall vest for the benefit of the Optionee after the termination date, and the Option shall be exercisable by the Optionee, with respect to those Shares which had already vested only, within a three (3) month period after such termination or the term of the Option, whichever is less, but only to the extent it was exercisable immediately prior to the date of termination; and (f)If the Optionee's employment is terminated for "cause", the Option shall terminate and no longer be exercisable for either the vested or the unvested Shares. For purposes of the Option, "cause" shall mean the Optionee has (1) engaged in gross negligence or willful misconduct in the performance of his or her duties and responsibilities respecting his or her position with the Company, (2) willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his or her position with the Company, (3) breached any material breach policy or code of conduct established by the Company and affecting the Optionee, (4) engaged in conduct that Optionee knows or should know is materially injurious to the Company, (5) been convicted 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 misdemeanor involving moral turpitude; turpitude, or (iii) any material misconduct (6) engaged in an act of dishonest or willful and deliberate non-performance (other than by reason of disability) by the Optionee of impropriety which materially impairs 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 effectiveness in his or her representatives position with the Company; and (g)In the event of any reorganization, recapitalization, dividend or legatees. distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split or other similar change in corporate structure affecting the shares subject to the stock option grant, the grant shall be appropriately adjusted to reflect such change, but only in so far as is necessary to maintain the proportionate interest of the holder of the grant and preserve, without exceeding, the value of such a grant. View More
