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 Optionee's employment is terminated, (i) any part of the Option that is unvested as of such termination date shall remain unvested and shall terminate as of such date, and (ii) the Optionee shall have the right for one (1) year after the date of such Termination of Employment or until the Option expires, whichever is earlier, to any contrary provision exercise only that portion of the Option that has become vested as of the date of such Termination of Employment, and thereafter th...e Option shall terminate and cease to be exercisable, except as provided in below:(a) Termination of Employment for Cause. The portion, if any, of the employment agreement with the Optionee, Option that remains unexercised shall terminate and become null and void if the Optionee's employment is terminated for Cause. (b) Voluntary Termination of Employment by Optionee. Upon a voluntary Termination of Employment by Optionee, (i) any part of the Company Option that is unvested as of such termination date shall remain unvested and shall terminate as of such date, and (ii) the Optionee shall have the right for three (3) months after the date of such Termination of Employment or a Subsidiary (as defined in until the Plan) Option expires, whichever is terminated, the period within which earlier, to exercise only that portion of the Stock Option may that has become vested as of the date of such Termination of Employment, and thereafter the Option shall terminate and cease to be subject to earlier termination as set forth below. (a) Termination Due to Death. exercisable. (c) Retirement, Total Disability, or Death After Six Months Following the Grant Date. If the Optionee's employment terminates by reason is terminated after at least six (6) months have elapsed following the Grant Date: (i) as the result of the Optionee's death, Retirement, Total Disability or death; or (ii) by the Company for reasons other than Cause and the Optionee is Retirement Eligible, (i) any portion part of the Option that was originally scheduled to vest will continue to vest, and (ii) the Optionee or a person who acquired the right to exercise the Option by inheritance or by the laws of descent and distribution shall have the right until the Option ceases to be exercisable to exercise the Option.A.For purposes of this Stock Option outstanding Agreement, the following terms shall have the meanings set forth below:1)"Retirement" or "Retirement Eligible" means the Optionee terminates, or is eligible to terminate, employment with the Company or its subsidiaries after attaining 55 years of age with at least 5 Years of Service 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 prior to the date of death or until termination. 2)"Years of Service" means the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's total number of years of continuous employment terminates by reason rendered as a regular employee 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 all its wholly-owned subsidiaries and affiliates since the Optionee, employee's most recent date of hire, plus any prior service included under the Company's service bridging policy.3)"Total Disability" means "Total Disability" as that term is defined under a determination by Company-sponsored long-term disability plan from which the Administrator that Optionee is receiving disability benefits.6. Tax Withholding. As a condition of issuing any Shares upon exercise of the option, the Optionee shall pay any sums required to be dismissed withheld by federal, state, local, or other applicable tax law with respect to such exercise. In accordance with any procedures as a result of (i) any material breach may be established by the Committee, the Optionee may satisfy any required withholding payments in cash or Shares (including the surrender of Shares already owned by the Optionee). The value of any agreement between Shares surrendered or withheld shall equal 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 closing price 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 NYSE composite tape 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. tax date. 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. (a) Termination Due to Death. If follows: (i) if the Optionee's termination of employment terminates is due to his or her death or Disability (as defined below), all unexercised and unvested stock options issued hereunder shall become immediately fully vested and exercisable by reason of the Optionee and the Option shall remain exercisable until the Expiration Date for all Option Shares; (ii) if the Optionee's death, any portion 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, all unexercised and unvested stock options issued hereunder shall become immediately fully vested and exercisable by the Optionee (as provided for in Section 3) and the Option shall remain exercisable until the Expiration Date for all Option Shares; (iii) if the Optionee ceases to be employed by the Company or an affiliate other than under the circumstances described in items (i) and (ii) of this Stock Section 4, the Option outstanding on such date shall become fully remain exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from 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 death or until the Expiration Date, such termination, and shall thereafter terminate; and (iv) 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 consequences of a termination of Optionee's Employment shall be as follows: (a) Termination for Reasons Other Than Cause. If the employment agreement Optionee's Employment with the Optionee, Company terminates for any reason other than Cause (as defined in Section 21 herein), the Optionee may exercise the vested portion of the Option, but only within such period of time ending on the earlier to occur of (i) the ninetieth (90th) day after the date the Opti...onee's Employment terminates and (ii) the Expiration Date; provided that, if the Optionee's employment by Employment with the Company terminates for death or a Subsidiary Disability (as defined in Section 21 herein), the Plan) is terminated, Optionee's or the period within which to Optionee's beneficiary may exercise the Stock Option may be subject vested portion of the Option, but only within such period of time ending on the earlier to earlier termination as set forth below. (a) Termination Due to Death. If occur of (i) the first (1st) anniversary of the date the Optionee's employment 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 (ii) the Expiration Date, if earlier. Date. (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 Employment is terminated for Cause, any portion of this Stock the Option outstanding on such date (whether then vested or exercisable or not) shall terminate immediately lapse and cease to 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. exercisable. 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 months from any Option that was exercisable on the date of such termination of employment or service may be exercised for the lesser of thirty (30) days 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 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 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" or resigns as a director, officer or employee for "Good Reason" the Option granted to such 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) 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 ninety (90) days 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 Option terminates and is 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 that is not exercisable on Section 8(b), and unless otherwise defined in an employment agreement between the date of termination Company and the relevant Optionee, Good Reason shall terminate immediately and be of no further force or effect. The Administrator's determination exist upon the occurrence of the reason for termination following: 2 (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 Company and the relevant Optionee, then, with respect to such Optionee, Good Reason shall be conclusive and binding on have the Optionee and his or her representatives or legatees. meaning ascribed to it in such employment agreement. View More
Termination of Employment. Subject to any contrary provision a. Except as provided in this Section 4 and in Section 5, 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 Optionee may not exercise the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. unless the Optionee is then an Employee, and the Optionee has continuously remained an Employee since the ...date of grant of the Option. b. 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 position as 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 Employee terminates for any reason other than death or for Cause, the Optionee's death, Optionee may exercise 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 as of the date of termination, for a period such Termination of Employment within three months from after the date of termination such termination, but only if the Option has not then otherwise terminated or until been forfeited in accordance with this Agreement or the Expiration Date, if earlier. Any portion of this Stock Plan. c. If the Optionee's position as an Employee is terminated for Cause, the Option that is not shall expire and cease to be exercisable on the date notice of such termination shall terminate immediately and be of no further force or effect. The Administrator's determination of is delivered to the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. Optionee. 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 90 days after the date of termination, for a period whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of three months from 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), any unvested Options shall immediately vest as of the date of termination or until and 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 12 months after the date of termination, whichever is not exercisable on the shorter period. 6.4 Death. If the Optionee's employment with the Company is terminated at any time because of death, any unvested Options shall immediately vest as of the date of termination and the Options may be exercised at any time before the Expiration Date or the expiration of 12 months after the date of termination, whichever is the shorter period, and only by the Optionee's personal representative or the person or persons to whom the Optionee's rights under the Options shall terminate immediately pass by the Optionee's will or by the laws of descent and be of no further force or effect. The Administrator's determination distribution of the reason for 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 Optionee's employment 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 be conclusive cease and binding on the Optionee and his or her representatives or legatees. 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, or one (1) year from the last date of vesting, whichever is greater; and (b)If the Optionee is an Executive Officer, the Optionee's employment terminates, for reason other than cause (as defined below), at age 65 or older and the Optionee has at least ten years of service with the Company, 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 this Stock the Option outstanding or, (ii) a three (3) year period commencing on the date next following such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of termination, but in either case, never less than 12 months from the date of such termination. For purposes of this Stock Option Agreement, "long-term disability"shall 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 expected to result in death or until the Expiration Date, if earlier. (b) Termination Due can be expected to Disability. If last for a continuous period of 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 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 -3- at any time within the lesser of: (i) the term of the Option, or (ii) a three(3) year period of 12 months commencing on the day next following such termination, or one (1) year from the last date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If vesting, whichever is greater; 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 or legatees. position with the Company. View More
Termination of Employment. Subject to any contrary provision in If the Optionee's employment agreement is terminated with the Optionee, Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee's employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee's employment is terminated by dismissal by the Company or a Subsidiary other than for Cause (as defined ...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 the Optionee 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 Optionee or his legal representative, as the case may be, or such Person who acquired such Option may be by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's vested Options; and (ii) if the employment terminates of the Optionee shall terminate by reason of the Optionee's death, retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee's employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee's employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion of this Stock Option outstanding on such date thereof. (c) If any Options granted hereunder shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative if the Optionee should die or legatee for a period of 12 months from the date 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 until equivalent proof of the Expiration Date, if earlier. (b) Termination Due right of such legal representative or other person to Disability. If exercise such Options. (d) For all purposes of this Agreement, the term "Cause" shall have the meaning set forth in the Optionee's employment terminates by reason of agreement with the Optionee's disability (as determined by Company, or if no such agreement exists or is then in effect, then the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by meaning as defined in 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. Plan. View More
Termination of Employment. Subject Voluntary or involuntary termination of the Optionee as an Employee of the Company and its Affiliates or any successor thereto shall affect Optionee's rights under the Option as follows: (a) Termination for Cause or Breach of Noncompetition or Confidentiality Agreement. The vested and non-vested portions of the Option shall expire on 12:01 a.m. (CST) on the date of termination of Participant's employment for Cause or the date of the breach of the non-competition and/or confidentiality ag...reement, as applicable and shall not be exercisable to any contrary provision in the employment agreement with the Optionee, extent if the Optionee's employment by is terminated for Cause or the Optionee breaches a noncompetition and/or confidentiality agreement between Optionee and 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. any of its Affiliates at any time. (b) Death or Disability. If the Optionee's employment terminates is terminated 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 Disability (as determined by the Administrator), any portion Committee at the time of this Stock such termination as a member of the Company's Board of Directors), then the vesting of the Option outstanding on shall be accelerated and the entire Option shall automatically become 100% vested as of the date of such termination and shall expire 365 calendar days after the date shall become fully exercisable of such termination of employment to the extent not 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. In no event may thereafter the Option be exercised by anyone after the Optionee for a period earlier of 12 months from (i) the expiration of the Option Period or (ii) 365 days after the date of Optionee's death or termination of employment due to Disability. (c) Other Involuntary Termination or until the Expiration Date, if earlier. (c) Termination for Cause. Voluntary Termination. 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 with 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 its Affiliates is terminated for any reason other than for Cause, death or Disability, then (i) 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 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 shall immediately expire on the date of termination shall terminate immediately of employment and be of no further force or effect. The Administrator's determination (ii) the vested portion of the reason for Option shall expire to the extent not exercised 3 months after the date of such termination of employment. The no event may the Optionee's employment Option be exercised by anyone after the earlier of(i) the expiration of the Option Period or (ii) 3 months after the date of termination. (d) Change in Control. Notwithstanding the vesting provisions in this Agreement, in the event of the Participant's termination of Service without Cause on or within 12 months after a Change in Control by the Company, its Affiliates or their successor, vesting of the Option shall be conclusive accelerated and binding on the Optionee entire Option shall automatically become 100% vested as of the day of the Change in Control date and his or her representatives or legatees. the Option shall otherwise be affected as provided in the Plan. View More
Termination of Employment. Subject Voluntary or involuntary termination of Employment and the death or Disability of Optionee shall affect Optionee's rights under the Option as follows: (a) Termination for Cause. The vested and non-vested portions of the Option shall expire on 12:01 am. (CST) on the date of termination of Employment and shall not be exercisable to any contrary provision extent if Optionee's Employment with the Company is terminated for Cause (as defined in the employment agreement Plan at the time of such... termination of Employment). (b) Other Involuntary Termination or Voluntary Termination. If Optionee's Employment with the Optionee, if Company is terminated for any reason other than for Cause, retirement, death or Disability (as defined in the Plan at the time of termination of Employment), then (i) the non-vested portion of the Option shall immediately expire on the termination date (ii) the vested portion of the Option shall expire to the extent not exercised within three (3) months after the date of such termination of Employment. In no event may the Option be exercised by anyone after the earlier of (i) the expiration of the Option Period or (ii) three (3) months after termination of Employment. 2 (c) Death or Disability. If Optionee's employment Employment with the Company is terminated by death or Disability, then the vesting of the Option will be accelerated and the entire Option shall be 100% vested on the date of termination of Employment and shall expire 365 calendar days after the date of such termination of Employment to the extent not 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's legal representative. In no event may the Option be exercised by anyone after the earlier of (i) the expiration of the Option Period or (ii) 365 days after Optionee's death or termination of Employment due to Disability. (d) Retirement. In the event of termination due to retirement, the vested portion of the Option shall expire on the earlier of (A) the Option Period or (B) three (3) months after the date of retirement, and the unvested portion of the Option shall expire. (e) Change of Control. In the event of a "Change in Control" of the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise vesting of the Stock Option will be accelerated and the entire Option shall be 100% vested as of the date immediately preceding a Change in Control and the Option may be subject accelerated and the Option shall otherwise be affected as provided in the Plan at such time. In addition, notwithstanding anything herein to earlier termination as set forth below. (a) Termination Due the contrary, in the event of a Change in Control and to Death. If the Optionee's employment terminates by reason of the Optionee's death, extent any portion of this is deemed to be a Nonstatutory Stock Option outstanding on account of the limitation in Section 2.2(f) of the Plan or in the future for any other reason it is deemed to be a Nonstatutory Stock Option, such date portion of the Option shall become fully remain exercisable and may thereafter be exercised by for the until the earlier of the expiration of the Option Period or one year after the Optionee's legal representative voluntary or legatee for a period of 12 months involuntary termination from the date of death employment without Cause 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. Retirement. View More
