Termination of Employment Clause Example with 68 Variations from Business Contracts
This page contains Termination of Employment clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if the Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by reason of the Optionee's death, any portion of this Stock Option outstanding on such date shall become fully exercisable and may therea...fter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee's duties to the Company. (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.View More
Variations of a "Termination of Employment" Clause from Business Contracts
Termination of Employment. Subject to any contrary provision in the The consequences of a termination of Optionee's Employment shall be as follows, unless Optionee has a valid and enforceable employment agreement with the Optionee, if Company containing provisions that conflict with the following, in which case the terms of such employment agreement shall prevail: (a) Termination of Employment for Reasons Other Than Cause; Termination of Employment due to the Optionee's employment by the Company or a Subsidiary (as define...d 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 Employment with the Company is terminated by the Company for a reason other than Cause (as defined in Section 22 herein), or if the Optionee's Employment terminates by reason due to the Optionee's death or Disability, the Option shall vest and become exercisable in full as of the date the Optionee's disability (as determined by the Administrator), any portion Employment terminates. (b) Termination 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 Employment for Cause. If the Optionee's employment terminates Employment is terminated by the Company for Cause, any the Option (whether then vested or exercisable or not) shall immediately lapse and cease to be exercisable. (c) Exercise Period Following Termination of Employment. On or after the date the Optionee's Employment terminates, the vested portion of this Stock the 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 but only within such period of time ending on the earlier to occur of (i) the 90th day after the date the Optionee's Employment terminates and (ii) the Expiration Date; provided if the Optionee's Employment with the Company terminates for death or Disability (as defined in Section 22 herein), the vested portion of termination, for a the Option may be exercised within such period of three months from time ending on the earlier to occur of (i) the first anniversary of the date of termination or until the Optionee's Employment terminates and (ii) the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. Date. View More
Termination of Employment. Subject to any contrary provision in (a) In the employment agreement with the Optionee, if event that the Optionee's employment with the Company is terminated by the Company for Cause or a Subsidiary (as defined the Optionee breaches the covenants set forth in Section 8, the Option (whether vested or unvested) shall be deemed canceled and forfeited in its entirety effective immediately upon the act or omission of the Optionee that constituted the Cause. (b) Except as provided in Section 4(c), 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 event that the Optionee's employment terminates with the Company is terminated by the Optionee voluntarily for any reason of other than Retirement, the Option, to the extent unexercised and exercisable for vested Shares on the date the Optionee's death, any portion of this Stock Option outstanding on such date shall become fully exercisable and service terminates, 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 at any time prior to the expiration of thirty (30) days after the date the Optionee's service terminates, but in any event no later than the expiration of the term of the Option, and shall thereafter terminate. (c) In the event that the Optionee's employment with the Company is terminated by the Company for reasons other than for Cause or by the Optionee for good reason (as defined in the Optionee's change in control agreement with the Company), in either case coincident with or following a Change in Control under circumstances entitling the Optionee to benefits or payments under such Optionee's change in control agreement with the Company that would not otherwise be payable absent a Change in Control (or, in the case of an Optionee who is not a party to a change in control agreement with the Company, upon a termination of employment by the Company other than for Cause or by the Optionee for good reason coincident with or following a Change in Control), the Option shall become vested and nonforfeitable and shall remain exercisable for a period of 12 twelve (12) months from after the date of such termination or until of employment, but in any event no later than the Expiration Date, if earlier. (c) Termination for Cause. If expiration of the term of the Option, and shall thereafter terminate. (d) In the event that the Optionee's employment terminates with the Company is terminated (i) by reason of the death, Disability or Retirement of the Optionee or (ii) by the Company or an Affiliate for reasons other than for Cause, any the portion of this Stock the Option outstanding on that is unvested as of such date shall immediately 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 portion of the Administrator Option that is vested as of such date may, to the Optionee shall extent unexercised, be dismissed as a result of (i) any material breach exercised by the Optionee (or the Optionee's guardian or legal representative, if applicable) at any time prior to the expiration of (i) in the case of Retirement or termination for reasons other than Cause, three (3) months after the date the Optionee's service terminates, and in the case of death or Disability, twelve (12) months after the date the Optionee's service terminates, but in any agreement between event no later than 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 expiration 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 term of the reason for termination of the Optionee's employment Option, and shall be conclusive and binding on the Optionee and his or her representatives or legatees. thereafter terminate. View More
Termination of Employment. Subject to any contrary provision in (a) Termination Other Than for Cause. If the Company terminates the employment agreement with of the Optionee, Optionee for any reason other than for Cause (as defined in paragraph (c) of this Section) and the Option is not fully vested, then the unvested portion of the Option shall be forfeited unless the Committee determines, in its discretion, prior to the termination of employment of the Optionee to accelerate the vesting of any portion of the Option. If ...the Committee determines to vest any unvested portion of the Option pursuant to the preceding sentence, such vesting shall be subject to and effective only if the Optionee's employment by Optionee executes and delivers a Settlement Agreement and Release ("Release") satisfactory to the Company on or a Subsidiary before the Decision Date (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. Release). If the Optionee's employment terminates of the Optionee terminates, other than by reason of death or disability (as defined in Section 6) or termination by the Optionee's death, any portion Company for Cause (as defined in paragraph (c) of this Stock Section), the Option outstanding on such date shall become fully exercisable expire and may thereafter no longer be exercised by the Optionee's legal representative or legatee for a period of 12 after three 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 termination of the Optionee's disability (as employment, but in no event later than the Expiration Date. For purposes hereof, employment shall not be considered as having terminated during any leave of absence if the leave of absence has been approved in writing by the Company; in the event of any unpaid leave of absence, vesting of the Option shall be suspended (and the unpaid portion of the leave of absence shall be added to all vesting installment dates) unless otherwise 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) Committee.-1-(b) Termination for Cause. If the Optionee's employment terminates of the Optionee is terminated by the Company for Cause, Cause (as defined below), the Option shall expire and may no longer be exercised to any portion extent whatsoever.(c) Cause. For purposes of this Stock Option outstanding on such date shall terminate immediately and be Agreement, "Cause" means conduct involving one or more of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and following: (i) the conviction of 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 to, a felony or a crime misdemeanor involving moral turpitude; (ii) the indictment of the Optionee for a felony or misdemeanor involving moral turpitude under the federal securities laws; (iii) any material the substantial and continuing failure of the Optionee after written notice thereof to render services to the Company in accordance with the terms or requirements of the Optionee's employment for reasons other than illness or incapacity; (iv) the willful misconduct or gross negligence by the Optionee; (v) fraud, embezzlement, theft, misrepresentation or dishonesty by the Optionee involving the Company or any Subsidiary, or willful and deliberate non-performance (other than by reason of disability) violation by the Optionee of a policy or procedure of the Company, resulting in any case in significant harm to the Company; or (vi) the Optionee's duties to violation of any confidentiality or non-competition agreements with the Company. (d) Other Termination. Company or its Subsidiaries.6.Death; Disability. (a) Death. If the Optionee's employment terminates for any reason other than due to the Optionee's death, the Optionee's disability, or Cause, Option will fully vest on the date of termination of employment and unless otherwise determined may be exercised by the Administrator, Optionee's estate, legal representative or beneficiary to whom the Option has been transferred pursuant to Section 10, at any time within one (1) year after the date of death. (b) Disability. If the Optionee's employment is terminated by reason of his or her disability, and the Option is not fully vested, the next installment of the Option scheduled to vest (if any) shall vest on a pro rata basis for the portion of this Stock the year elapsed since the date on which the vesting of the Option outstanding on such date commences or the last anniversary thereof, expressed in full months, and the Option may be exercised, to the extent exercisable on the date vested, at any time within one (1) year after such termination of termination, for a period of three months from the date of termination or until employment, but not later than the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately Date. For purposes hereof, "disability" means "permanent and be of no further force or effect. The Administrator's determination total disability" as defined in Section 22(e)(3) 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. Code. View More
Termination of Employment. Subject to any contrary provision in In the employment agreement with the Optionee, if event the Optionee's employment by Terminates for any reason, the Company Option shall terminate upon the Optionee's Termination to the extent it has not become exercisable pursuant to Section 4 hereof or a Subsidiary (as defined upon the Optionee's Termination as provided in the Plan) is terminated, following sentence. In the period within which to exercise the Stock Option may be subject to earlier terminati...on as set forth below. (a) Termination Due to Death. If event the Optionee's employment terminates by reason of is Terminated without Cause in connection with or within the Optionee's death, any portion of this Stock one-year period following a Change in Control, the Option outstanding on such date shall become fully (100%) exercisable and may thereafter be exercised by the Optionee's legal representative or legatee for a period as of 12 months from the date of Termination. 3 (a) Post-Termination Exercise Period. If the Optionee Terminates for any reason except death or until Disability, the Expiration Date, if earlier. (b) Termination Due Option, to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined extent exercisable by the Administrator), any portion of this Stock Option outstanding Optionee on such the date shall become fully exercisable and on which the Optionee Terminated, may thereafter be exercised by the Optionee until the earlier of (i) three (3) months after the date on which the Optionee's employment Terminated or (ii) the Option Term Date. Notwithstanding the foregoing, if the Optionee's employment with the Company is Terminated for a period Cause, the Option may not be exercised after the date on which the Optionee's employment Terminated. If the Optionee's employment with the Company is Terminated because of 12 the death or Disability of the Optionee, the Option, to the extent exercisable by the Optionee on the date on which the Optionee Terminated, may be exercised by the Optionee (or the Optionee's legal representative) until the earlier of (i) the expiration of twelve (12) months from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates Terminated or (ii) the Option Term Date. The Optionee's employment shall be deemed to have Terminated on account of death if the Optionee dies within three (3) months after the Optionee's Termination (other than with respect to a Termination for Cause, Cause). This paragraph shall be interpreted such that the Option shall not become exercisable as to any portion additional number of Option Shares after the date on which the Optionee ceases to be an employee of the Company (pursuant to this Stock paragraph) for any reason, notwithstanding any period after such cessation of employment during which the Option outstanding on such date shall terminate immediately and be may remain exercisable as provided in this paragraph. (b) Leave of no further force and effect. Absence. 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 with the Company shall not be deemed to Terminate if the Optionee takes any reason military leave, sick leave, or other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined bona fide leave of absence approved by the Administrator, any portion Company of this Stock Option outstanding on such date may be exercised, to ninety (90) days or less. In the extent exercisable on the date event of termination, for a period leave in excess 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 ninety (90) days, the Optionee's employment shall be conclusive and binding deemed to Terminate on the Optionee and his ninety-first (91st) day of the leave unless the Optionee's right to reemployment with the Company remains guaranteed by statute or her representatives or legatees. contract. View More
Termination of Employment. Subject to Except as the Committee may otherwise expressly provide, or as may otherwise be expressly provided in any contrary provision in the employment agreement with between the Company and the Optionee, if the Optionee's employment by with the Company or a Subsidiary (as defined in the Plan) is terminated, terminates, the period within which to the Optionee may exercise the this Stock Option may be subject to earlier termination as set forth below. below: (a) Termination of Employment Due to...Death. Death or Disability. If the Optionee's employment terminates by reason of such Optionee's death or disability (as defined in Section 422(c) of the Optionee's death, any portion of Code), this Stock Option outstanding may be exercised, to the extent exercisable on the date of such date shall become fully exercisable and may thereafter be exercised termination, by the Optionee or by the Optionee's legal representative or legatee for a period of 12 twelve (12) months from the date of death such termination or until the Expiration Date, if earlier. (b) Termination Due for Cause. If the Optionee's employment is terminated by the Company for Cause, all Options (unvested and vested) shall terminate immediately. "Cause" means any of the following: (i) dishonesty, embezzlement, misappropriation of assets or property of the Company; (ii) gross negligence, misconduct, neglect of duties, theft, fraud, or breach of fiduciary duty to Disability. the Company; (iii) violation of federal or state securities laws; (iv) breach of an employment, consulting or other agreement with the Company; or (v) the conviction of a felony, or any crime involving moral turpitude, including a plea of guilty or nolo contendre. (c) Other Termination. If the Optionee's employment terminates by for any reason of the Optionee's other than death or disability (as determined by the Administrator), any portion of or Cause, this Stock Option outstanding may be exercised, to the extent exercisable on the date of such date shall become fully exercisable and may thereafter be exercised termination, by the Optionee for a period of 12 three (3) months from the date of termination or until the Expiration Date, if earlier. (c) (d) Treatment of Unvested Options on 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. Employment. Any portion of this Stock Option that is not exercisable on the date of termination of the Optionee's employment with the Company, for any reason, shall terminate immediately and be null and void and of no further force or and 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 If the Optionee ceases to any contrary provision in be a member of the employment agreement with Board of Directors of the Optionee, if the Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, Company, 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 service on the Board of Directors terminates by reason of the Optionee's death, ...any portion of this Stock Option outstanding on such date, to the extent exercisable on the date shall become fully exercisable and of death, 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. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect. (b) Termination Due to Disability. If the Optionee's employment service on the Board of Directors terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date shall become fully exercisable and of such disability, may thereafter be exercised by the Optionee for a period of 12 months from the date of termination disability or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, any Any portion of this Stock Option outstanding that is not exercisable on such the date of disability shall terminate immediately and be of no further force and or 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) (c) Other Termination. If the Optionee's employment service on the Board terminates for any reason other than the Optionee's death, death or 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 service on the Board of Directors shall be conclusive and binding on the Optionee and his or her representatives or legatees. 2 4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. 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 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, to the extent exercisable on the date sha...ll become fully exercisable and of death, 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), Disability, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date shall become fully exercisable and of such termination of employment, may thereafter be exercised by the Optionee for a period of 12 months from the date of termination Disability 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 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, Disability or Cause, and unless otherwise determined by the Administrator, Board or Committee, 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 The Board or effect. The Administrator's Committee'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. legatees.5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including, without limitation, the amendment provisions thereof, the powers of the Board and the Committee set forth in Section 3 of the Plan, and such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. The Plan is incorporated herein by reference. A copy of the Plan has been delivered to the Participant. If and to the extent that this Agreement Officer Option Award conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Optionee. Notwithstanding the foregoing, (i) Section 8 (entitled "Excise Tax") of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein, and the section entitled "Code Section 280G" of the Employment Agreement shall instead apply for purposes of this Agreement, and (ii) Section 7 (entitled "Change in Control") of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein, and Section 3 of this Agreement shall instead apply for purposes of this Agreement. 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) Service Relationship 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 Service Relationship terminates by reason of the Optionee's death, any portion of this Stock Option outstanding on such date,... to the extent exercisable on the date shall become fully exercisable and of death, 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. Any portion of this Stock Option that is not exercisable on the date of death shall terminate immediately and be of no further force or effect. (b) Termination Due to Disability. If the Optionee's employment Service Relationship terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date shall become fully exercisable and of such termination, may thereafter be exercised by the Optionee for a period of 12 months from the date of termination disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall terminate immediately and be of no further force or effect. (c) Termination for Cause. If the Optionee's employment Service Relationship 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 Service Relationship 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 Service Relationship 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 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, to the extent exercisable on the date sha...ll become fully exercisable and of death, 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), Disability, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date shall become fully exercisable and of such termination of employment, may thereafter be exercised by the Optionee for a period of 12 months from the date of termination Disability 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 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 Management Option Award 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, Disability or Cause, and unless otherwise determined by the Administrator, Board or Committee, 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 The Board or effect. The Administrator's Committee'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. legatees.5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including, without limitation, the amendment provisions thereof, the powers of the Board and the Committee set forth in Section 3 of the Plan, and such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. The Plan is incorporated herein by reference. A copy of the Plan has been delivered to the Participant. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Optionee. Notwithstanding the foregoing, (i) Section 8 (entitled "Excise Tax") of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein, and (ii) Section 7 (entitled "Change in Control") of the Plan shall not be applicable to the Participant with respect to the matters contemplated therein, and Section 3 of this Agreement shall instead apply for purposes of this Agreement. 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 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 Disability (as determined by defined in the Administrator), Employment Agreement between the Optionee and the Company dated as of December 1, 2011; the "Employment Agreement"), 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, Cause (as defined in the Employment Agreement), 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" (d) Termination Without Cause or with Good Reason in Connection with a Sale Event. [CUSTOMIZE TO REFLECT THE EMPLOYMENT AGREEMENT TERMS OF THE EXECUTIVE OFFICER – DEFAULT PROVISION FOLLOWS:] In connection with a Sale Event (as defined in the Plan), if the Optionee's employment terminates without Cause or with Good Reason (in each case, as defined in the Employment Agreement), any portion of this Stock Option which is unvested and outstanding on such date shall mean, unless otherwise vest and become fully exercisable and non-forfeitable; provided in an employment agreement between that such termination without Cause or with Good Reason, as the Company case may be, and the Optionee, Optionee's termination date occurs within 18 months after a determination by Sale Event and the Administrator that Optionee has executed a Release of Claims (as defined in the Employment Agreement), in which case the Optionee shall be dismissed as a result of (i) any material breach by have 90 days from such termination date or until the Optionee of any agreement between Expiration Date, if earlier, to exercise 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) Stock Option. (e) Other Termination. If the Optionee's employment terminates for any reason other than in the Optionee's death, the Optionee's disability, or Cause, circumstances above, 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. 3 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
