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 All rights of Optionee in this Option, to any contrary provision in the employment agreement with the Optionee, if the extent that it has not previously become vested and been exercised, shall terminate upon Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination Termination of Employment except as set forth below. (a) Termination Due to Death. If the Optionee's... employment terminates by reason in this Section 6. The portion of the Optionee's death, Option that relates to any portion Shares that were unvested and unexercisable as of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until Optionee's Termination of Employment shall terminate and expire effective immediately upon such date. With respect to the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason vested and exercisable portion of the Optionee's disability (as determined by Option, and subject to the Administrator), any portion final sentence of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by Section 6: (i) In the Optionee for a period event of 12 months from the date Termination of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed Employment other than as a result of (i) any material breach by the Optionee's death or disability, 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 shall have three months from the date of termination or until such Termination to exercise the Expiration Date, if earlier. Any portion of this Stock Option as to the Shares subject to the Option that were vested and exercisable as of the date of Termination of Employment; provided that if during any part of such three month period, the Option is not exercisable on because the issuance of the Shares would violate the registration requirements under the Securities Act, the Option shall not expire until the Option shall have been exercisable for an aggregate of three months after the date of termination shall terminate immediately and be Termination of no Employment; provided further force or effect. The Administrator's determination that if during any part of such three month period, the Shares issued upon exercise of the reason for termination Option may not be sold because Optionee has material nonpublic information regarding the Company or is otherwise subject to a trading blackout period under the Company's Insider Trading Policy, the Option shall not expire until Optionee shall have had an aggregate of three months after the date of Termination of Employment during which Optionee can sell the Shares without being subject to such restrictions arising under insider trading laws or Company policy; and provided further that notwithstanding the foregoing, in no event may this Option be exercised more than one year after the date of Termination of Employment; 2 (ii) In the event of Termination of Employment as a result of Optionee's disability (including a Total and Permanent Disability), Optionee shall have 12 months to exercise the Option as to the Shares subject to the Option that were vested and exercisable as of the date of Termination of Employment; and (iii) In the event of Termination of Employment as a result of Optionee's employment death or in the event of Optionee's death within 30 days following Optionee's Termination of Employment, Optionee shall have six months following the Optionee's death to exercise the Option as to the Shares subject to the Option that were vested and exercisable as of the date of death or, if earlier, the date of Termination of Employment. Notwithstanding the above, in no event may an Option be conclusive exercised, even as to vested and binding on otherwise exercisable Shares, after the Optionee and his or her representatives or legatees. Expiration Date set forth in Section 4 above. View More
Termination of Employment. Subject to (a) In the event the employment of the Optionee by the Company or by any contrary provision parent or subsidiary of the Company is terminated by retirement or for any reason, voluntarily or involuntarily, with or without cause, other than in the employment agreement with circumstances specified in subsection (b) below, the Optionee, Option held by the Optionee may be exercised at any time prior to its expiration date or the expiration of three months after the date of such termination... of employment, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option on the date of such termination (i.e. no vesting occurs after termination). (b) In the event the Optionee's employment by the Company or a Subsidiary (as defined in by any parent or subsidiary of the Plan) Company is terminated, terminated because of death or physical disability (within the period within which to exercise meaning of Section 22(e)(3) of the Stock IRC), the Option may be subject fully exercised with respect 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 all remaining unexercised shares, including those shares that would otherwise have been unvested 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 disability, at any time prior to its expiration date or the Expiration Date, if earlier. (b) Termination Due to Disability. expiration of one year after the date of such termination, whichever is the shorter period. If the Optionee's employment terminates is terminated by reason death, the Option shall be exercisable 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 the Optionee's disability (as determined by domicile at the Administrator), any portion time of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by death. (c) In the Optionee for a period event of 12 months from the date death or termination 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 Option shall not have been exercised within the limited periods provided above, all further rights to purchase shares pursuant to the Option shall cease and terminate at the expiration 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 periods. 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 Optionee, to the Optionee's legal representative or legatee for a period extent of 12 months from the number of Common Shares with respect to which the Optionee could have exercised it on the date of death or until such termination of employment, at any time prior to the earlier of (i) the Expiration Date, if earlier. (b) Termination Due to or (ii) ninety (90) days after such termination of employment. Any part of the Option that was not exercisable immediately before the termination of Optionee's employment shall terminate at that time. 2 8. Disability. If the Optionee becomes disabled (as determined in accordance with section 22(e)(3) of the Code) during his or her employment and, prior to the Expiration Date, the Optionee's employment terminates by reason is terminated as a consequence of the Optionee's disability (as determined by the Administrator), any portion of such disability, then 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 by 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, legal representative, 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. Date or (ii) one year after such termination of employment. Any portion part of this Stock the Option that is was not exercisable on immediately before the date Optionee's termination of termination employment 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. at that time. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if If the Optionee's employment (or other business relationship) 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 (or other business relationship) terminates by reason of the Optionee's death, any portion Option held by the Opt...ionee shall be automatically vested on the date of this Stock Option outstanding on such date termination and shall become fully be exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 twelve (12) months from the date of death termination, or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment (or other business relationship) terminates by reason of Disability (as defined in the Optionee's disability (as determined by the Administrator), Plan), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised held by the Optionee shall be 2 automatically vested on the date of termination, and shall be exercisable for a period of 12 twelve (12) months from the date of termination termination, or until the Expiration Date, if earlier. The death of the Optionee during the twelve (12) month period provided in this Section4(b) shall extend such period for six (6) months from the date of death or until the Expiration Date, if earlier. (c) Termination by Reason of Retirement. If the Optionee's employment terminates by reason of Retirement (as defined in the Plan), any Option held by the Optionee shall be automatically vested on the date of termination, and shall be exercisable for a period of twelve (12) months from the date of termination, or until the Expiration Date, if earlier. The death of the Optionee during the twelve (12) month period provided in this Section 4(c) shall extend such period for six (6) months from the date of death, or until the Expiration Date, if earlier. (d) Termination for Cause. If the Optionee's employment (or other business relationship) terminates for Cause, Cause (as defined in the Plan), any portion of this Stock Option outstanding on such date held by the Optionee shall immediately terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an (e) Termination Without Cause. If the Optionee's employment agreement between (or other business relationship) is terminated by the Company and without Cause (as defined in the Optionee, a determination Plan), any option held by the Administrator that the Optionee shall be dismissed as automatically vested on the date of termination, and shall be exercisable for a result period of (i) any material breach by twelve (12) months from the date of termination, or until the Expiration Date, if earlier. The death of the Optionee during the twelve (12) month period provided in this Section 4(e) shall extend such period for six (6) months from the date of any agreement between death, or until the Optionee and Expiration Date, if earlier. (f) Termination at 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 Election of the Optionee's duties to the Company. (d) Other Termination. Optionee. If the Optionee's employment terminates for any reason (or other business relationship) is voluntarily terminated at the election of the Optionee (i.e., is terminated other than for death, Disability, Retirement, or a termination at the Optionee's death, the Optionee's disability, Company's election whether for Cause or Cause, and unless otherwise determined without Cause), any option held by the Administrator, any portion of this Stock Option outstanding on such date Optionee may be exercised, to the extent exercisable on the date of termination, for a period of three (3) months from the date of termination termination, or until the Expiration Date, if earlier. Any For clarification, it is noted that this means that the remaining unvested portion of this Stock the Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. For this purpose, neither a transfer of employment from the Company to a Subsidiary (or from a Subsidiary to the Company) nor an approved leave of absence shall be deemed a "termination of employment." 5. Option Shares. The Administrator's determination Option Shares are shares of the reason for termination Common Stock of the Optionee's employment shall be conclusive and binding on Company as constitutedon the Optionee and his or her representatives or legatees. date of this Option, subject to adjustment as provided in the Plan. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if If the Optionee's employment (or other business relationship) 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 (or other business relationship) terminates by reason of the Optionee's death, any portion Option held by the Opt...ionee shall be automatically vested on the date of this Stock Option outstanding on such date termination and shall become fully be exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 twelve (12) months from the date of termination, or until the Expiration Date, if earlier. 2 (b) Termination Due to Disability. If the Optionee's employment (or other business relationship) terminates by reason of Disability (as defined in the Plan), any Option held by the Optionee shall be automatically vested on the date of termination, and shall be exercisable for a period of twelve (12) months from the date of termination, or until the Expiration Date, if earlier. The death of the Optionee during the twelve (12) month period provided in this Section 4(b) shall extend such period for six (6) months from the date of death or until the Expiration Date, if earlier. (b) (c) Termination Due to Disability. by Reason of Retirement. If the Optionee's employment terminates by reason of Retirement (as defined in the Optionee's disability (as determined by the Administrator), Plan), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised held by the Optionee shall be automatically vested on the date of termination, and shall be exercisable for a period of 12 twelve (12) months from the date of termination termination, or until the Expiration Date, if earlier. (c) The death of the Optionee during the twelve (12) month period provided in this Section 4(c) shall extend such period for six (6) months from the date of death, or until the Expiration Date, if earlier. (d) Termination for Cause. If the Optionee's employment (or other business relationship) terminates for Cause, Cause (as defined in the Plan), any portion of this Stock Option outstanding on such date held by the Optionee shall immediately terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an (e) Termination Without Cause. If the Optionee's employment agreement between (or other business relationship) is terminated by the Company and without Cause (as defined in the Optionee, a determination Plan), any option held by the Administrator that the Optionee shall be dismissed as automatically vested on the date of termination, and shall be exercisable for a result period of (i) any material breach by twelve (12) months from the date of termination, or until the Expiration Date, if earlier. The death of the Optionee during the twelve (12) month period provided in this Section 4(e) shall extend such period for six (6) months from the date of any agreement between death, or until the Optionee and Expiration Date, if earlier. (f) Termination at 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 Election of the Optionee's duties to the Company. (d) Other Termination. Optionee. If the Optionee's employment terminates for any reason (or other business relationship) is voluntarily terminated at the election of the Optionee (i.e., is terminated other than for death, Disability, Retirement, or a termination at the Optionee's death, the Optionee's disability, Company's election whether for Cause or Cause, and unless otherwise determined without Cause), any option held by the Administrator, any portion of this Stock Option outstanding on such date Optionee may be exercised, to the extent exercisable on the date of termination, for a period of three (3) months from the date of termination termination, or until the Expiration Date, if earlier. Any For clarification, it is noted that this means that the remaining unvested portion of this Stock the Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. For this purpose, neither a transfer of employment from the Company to a Subsidiary (or from a Subsidiary to the Company) nor an approved leave of absence shall be deemed a "termination of employment." 5. Option Shares. The Administrator's determination Option Shares are shares of the reason for termination Common Stock of the Optionee's employment shall be conclusive and binding Company as constituted on the Optionee and his or her representatives or legatees. date of this Option, subject to adjustment as provided in the Plan. View More
Termination of Employment. Subject (a) General. If the Optionee ceases to be employed by Applied DNA Sciences for any contrary provision in reason other than death or disability, then, unless sooner terminated under the employment agreement with terms hereof, the Optionee, vested portion of the Option will terminate if and to the extent it is not exercised within three months after the date of the Optionee's termination of employment, provided, however, that, if the Optionee's employment is terminated by the Company or a ...Subsidiary for "cause" (as defined in below), then the Plan) is terminated, Option (whether or not vested) will terminate upon the period within which to exercise the Stock Option may be subject to earlier date of such termination as set forth below. (a) Termination Due to Death. of employment. If the Optionee's employment terminates is terminated by reason of the Optionee's death, any death or disability, then, unless sooner terminated under the terms hereof, the vested portion of this Stock the Option outstanding on such date shall become fully exercisable will terminate if and may thereafter be to the extent it is not exercised by the Optionee's legal representative or legatee for a period of 12 within six months from after the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason such termination of the Optionee's disability (as determined by the Administrator), any portion of this Stock employment. The Option outstanding on such date shall become fully exercisable and may thereafter will be exercised forfeited by the Optionee for a period of 12 months from and will terminate at 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 time 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 with Applied DNA Sciences if and to the extent the Option is not or does not become vested at such time. (b) Definitions of Disability and Cause. For the purposes hereof: (1) the term "disability" means the inability of the Optionee to perform the material duties of the Optionee's employment by reason of a physical or mental illness or condition that is expected to last indefinitely or result in death, as determined by a duly licensed physician selected by the Company; and (2) the term "cause" means (A) the Optionee's willful and repeated failure or refusal to perform the duties of the Optionee's employment after written notice thereof by the Company, (B) the Optionee's conviction of a felony or other crime that has or could reasonably be conclusive and binding expected to have a material adverse effect on the Company or on the ability of the Optionee to properly perform the duties of the Optionee's employment, (C) substance abuse by the Optionee which impedes the ability of the Optionee to perform the duties and his responsibilities of the Optionee's employment or her representatives which otherwise has or legatees. could reasonably be expected to have an adverse effect on the Company; or (C) the Optionee's violation of material Company policy, or the Optionee's gross negligence or other misconduct that has or could reasonably be expected to have a material adverse effect on the Company or on the ability of the Optionee to properly perform the duties of the Optionee's employment. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if If the Optionee's employment by with the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the this Stock Option may be subject to earlier termination as set forth below. 2 (a) Termination Due to Death. Non-Renewal of Employment Agreement. If the Company chooses not to renew the Employment Agreement and the Optionee's employment terminates by reason upon or prompt...ly after the expiration of the Optionee's death, Agreement Term due to such non-renewal, then regardless of such termination and regardless of any portion terms of this Stock Option outstanding on such date to the contrary: (i) the vesting of all unvested Option Shares shall become fully exercisable continue as scheduled and may thereafter (ii) the exercise period for all Option Shares shall be exercised by extended to the Optionee's legal representative or legatee for a period later of 12 months from the one-year anniversary of the expiration of the Agreement Term and the one-year anniversary of the applicable vesting date of death or until the Option Shares (but in no event later than the Expiration Date, if earlier. Date); provided, however, that the Optionee executes a release of claims in accordance with the terms of the Employment Agreement and does not revoke such release of claims. (b) Termination Due to Death or Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), death or Disability, regardless of such termination and regardless of any portion terms of this Stock Option outstanding on such to the contrary, the (i) vesting of all unvested Options Shares shall continue as scheduled and (ii) the exercise period for the Option Shares shall be extended to the later of the one-year anniversary of the Termination Date or the one-year anniversary of the applicable vesting date shall become fully exercisable and may thereafter be exercised (but in no event later than the Expiration Date. (c) Termination Without Cause or for Good Reason. If the Optionee's employment is terminated by the Company without Cause or by the Optionee for a Good Reason, then regardless of such termination and regardless of any terms of this Stock Option to the contrary, (i) the vesting of all unvested Option Shares shall continue as scheduled and (ii) the exercise period for all Option Shares shall be extended to the later of 12 months from the one-year anniversary of the expiration of the Agreement Term and the one-year anniversary of the applicable vesting date of termination or until the Option Shares (but in no event later than the Expiration Date, if earlier. (c) Date); provided, however, that the Optionee executes a release of claims in accordance with the terms of the Employment Agreement and does not revoke such release of claims. (d) Termination for Cause. If the Optionee's employment terminates for Cause, any unvested 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 Any vested portion of this Stock Option 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 date of termination may be exercised for a period of three months from the Company. (d) date of termination or until the Expiration Date, if earlier. (e) 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, as set forth above, 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
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if If the Optionee's employment by with the Company and all Related Companies is terminated for any reason (other than death or a Subsidiary (as disability or 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. 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 terminate at that time. 2 8. Disability. If the Optionee and becomes disabled (as determined in accordance with section 22(e)(3) of the Code) during his or her representatives employment and, prior to the Expiration Date, the Optionee's employment is terminated as a consequence of such disability, then the Option may be exercised by the Optionee or legatees. by the Optionee's legal representative, to the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of such termination of employment at any time prior to the earlier of (i) the Expiration Date or (ii) one year after such termination of employment. Any part of the Option that was not exercisable immediately before the Optionee's termination of employment shall terminate at that time. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if If the Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the exercisability of this Stock Option may be accelerated and 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 outs...tanding 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. (a) Termination Due to Death or Disability. If the Optionee's employment terminates by reason of the Optionee's death or disability (as determined by the Administrator) and such death or disability occurs (i) after the first anniversary of the Grant Date and on or prior to the second anniversary of the Grant Date, 20 percent of this Stock Option shall become exercisable as of the date of such death or disability, (ii) after the second anniversary of the Grant Date and on or before the third anniversary of the Grant Date, 40 percent of this Stock Option shall become exercisable as of the date of such death or disability or (iii) after the third anniversary of the Grant Date, 100% of this Stock Option shall become exercisable as of the date of such death or disability. Such Stock Option may thereafter be exercised by the Optionee or the Optionee's legal representative or legatee (as applicable) until the Expiration Date. (b) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date, whether or not exercisable, shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall have the meaning ascribed to such term in the Employment Agreement by and between the Company and the Optionee. (c) Termination without Cause or for Good Reason. If the Company terminates the Optionee's employment without Cause or the Optionee resigns for Good Reason and such termination or resignation occurs (i) prior to the third anniversary of the Grant Date, this Stock Option shall become exercisable as of the date of such termination or resignation with respect to one-third of the total number of Option Shares subject to this Stock Option, and this Stock Option may become exercisable with respect to such additional number of Option Shares that become exercisable (notwithstanding such termination or resignation) during the twelve-month period following the date of termination or resignation (the "Additional Vesting Period"), or (ii) following the third anniversary of the Grant Date, this Stock Option shall become exercisable with respect to the number of Option Shares that become exercisable 4 (notwithstanding such termination or resignation) during the lesser of (x) the Additional Vesting Period and (y) the seven-year period from the Grant Date. Such Stock Option may be exercised, to the extent exercisable after expiration of the Additional Vesting Period (or the seven-year period from the Grant Date, if applicable), until the Expiration Date. Any portion of this Stock Option that is not exercisable after expiration of the Additional Vesting Period (or the seven-year period from the Grant Date, if applicable) shall terminate immediately and be of no further force or effect. For purposes hereof, "Good Reason" shall have the meaning ascribed to such term in the Employment Agreement by and between the Company and the Optionee. (d) Voluntary Termination. If the Optionee resigns other than for Good Reason, any portion of this Stock Option that is exercisable on the date of termination may be exercised until the Expiration Date. View More
Termination of Employment. Subject to any contrary provision in Following the optionee's termination of employment agreement with Textron and its Subsidiaries, the Optionee, if Option shall be exercisable only as follows: (a) If the Optionee's optionee's employment terminates for Cause, all Option(s) held by the Company optionee shall be terminated and forfeited immediately, without any opportunity to exercise or a Subsidiary (as defined in consideration therefor. (b) If the Plan) is terminated, optionee's employment term...inates (other than for Cause) after the period within which optionee has become eligible for Retirement, the optionee shall have the right to exercise the Stock Option may be subject within 48 months after the termination of employment, to earlier termination the extent the Option is exercisable (and has not expired) under Section 3 at the time of exercise. For purposes of the Option, the optionee is eligible for Retirement if the optionee has attained age 55 and has 10 years of service, as set forth below. (a) Termination Due to Death. recorded in Textron's Human Resources Information System of record. (c) If the Optionee's optionee's employment terminates by reason of the Optionee's optionee's total disability or death, the optionee (or, in the case of death, the executor or administrator of the optionee's estate or the person or persons to whom the optionee shall have transferred such right by will or by the laws of descent and distribution) shall have the right to exercise the Option as to all unexercised Option Shares (whether or not the Option was fully exercisable at the time of termination of employment) within 60 months after the termination of employment, but not after the Expiration Date. For purposes of the foregoing sentence, "total disability" shall mean the inability of the optionee to engage in any portion of this substantial gainful activity due to injury, illness, disease, Non-Qualified Stock Option outstanding on such date Terms and Conditions bodily or mental infirmity which can be expected to result in death or is expected to be permanent. An individual shall become fully exercisable and not be considered disabled unless the optionee furnishes proof of the existence thereof. Textron may thereafter require the existence or non-existence of a disability to be exercised determined by a physician whose selection is mutually agreed upon by the Optionee's legal representative optionee (or his or legatee for a period her representatives) and Textron. (d) If the optionee's employment terminates under circumstances not described in Section 6(a), (b), or (c), the optionee shall have the right to exercise the Option within three months after the optionee's termination of 12 employment (or within such longer period, up to 48 months from after the date optionee's termination of death or until employment, as the Committee may determine) but not after 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 Date and, unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, Committee, only to the extent the Option is exercisable on when the date optionee's employment terminates. (e) If the optionee dies while the Option is still exercisable under Section 6(b), (c) or (d), the Option may be exercised as to all unexercised Option Shares that are exercisable as of termination, for a period of three months from the date of termination optionee's death or until that could have become exercisable under Section 6(b), (c), or (d), as applicable, if the optionee had not died. The Option shall not be exercised after the Expiration Date, if earlier. Any portion of this Stock Date prescribed by Section 6(b), (c), or (d), as applicable. (f) In no event shall the Option that is not be exercisable on 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 Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. Expiration Date. View More
