Termination of Employment Clause Example with 68 Variations from Business Contracts
This page contains Termination of Employment clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if the Optionee's employment by the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment terminates by reason of the Optionee's death, any portion of this Stock Option outstanding on such date shall become fully exercisable and may therea...fter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, "Cause" shall mean, unless otherwise provided in an employment agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee's duties to the Company. (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, or Cause, and unless otherwise determined by the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.View More
Variations of a "Termination of Employment" Clause from Business Contracts
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if If the Optionee's employment by the Company or a Subsidiary (as defined in (or any affiliate of the Plan) Company) 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 the Stock Option outstanding on such date shall be...come fully may be exercised, to the extent exercisable and may thereafter be exercised on the date of Optionee's death, 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 the 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 terminates by reason of the Optionee's disability (as determined by the Administrator), Disability, any portion of this the Stock Option outstanding on such date shall become fully may be exercised, to the extent exercisable and may thereafter be exercised on the date of Disability, by the Optionee Optionee, or the Optionee's legal representative or guardian, as applicable, for a period of 12 months from the date of termination Disability or until the Expiration Date, if earlier. Any portion of the Stock Option that is not exercisable on the date of Disability shall terminate immediately and be of no further force or effect. 3 (c) Termination for Cause. Cause; Voluntary Resignation. If the Optionee's employment with the Company (or any affiliate thereof) terminates for Cause, Cause or if the Optionee voluntarily terminates his employment, any portion of this the Stock Option outstanding on such date shall terminate immediately and be of no further force and or effect. For purposes hereof, of this Agreement, "Cause" shall mean, unless otherwise provided mean: (i) gross negligence or willful misconduct by the Optionee in an employment the performance of the Optionee's duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company; (ii) any breach by the Optionee of any non-compete agreement or similar agreement between the Company Optionee and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) Company; (iii) any material breach by the Optionee of any confidentiality agreement or similar agreement between the Optionee and the Company; (ii) (iv) a material violation by the Optionee of any federal or state law or regulation or the Company's compliance program in the performance of the Optionee's duties; (v) commission by the Optionee of any act of fraud with respect to the Company; (vi) the Optionee's conviction of, indictment for or the Optionee's entry of a guilty plea or plea of nolo contendere by with respect to, a felony; (vii) the Optionee's failure to perform duties consistent with the Optionee's position or to follow or comply with the reasonable directives of the Board or the Optionee's supervisor(s), provided that (A) 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 shall have received written notice that specifically identifies the manner in which the Company believes that the Optionee has engaged in such failure and (B) the Optionee shall not have cured such failure within thirty (30) days following receipt of such notice, provided further that such opportunity to cure a failure shall not apply if the Optionee's duties Optionee has received more than one notice with respect to the Company. same or similar conduct pursuant to this clause (vii) during any twelve (12) consecutive month period; or (viii) any act or omission that would constitute "cause" under any employment agreement or similar agreement between the Optionee and the Company (or any affiliate thereof). (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's voluntary termination, the Optionee's death, the Optionee's disability, Disability or for Cause, and unless otherwise determined by the Administrator, Board, any portion of this the 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 the 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 Board'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 the Company or a Subsidiary (as defined in the Plan) any Affiliate 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 the Stock Option outstanding on such date shall become fully may b...e exercised, to the extent exercisable and may thereafter be exercised on the date of Optionee's death, 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 the 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 terminates by reason of the Optionee's disability (as determined by the Administrator), Disability, any portion of this the Stock Option outstanding on such date shall become fully may be exercised, to the extent exercisable and may thereafter be exercised on the date of Disability, by the Optionee Optionee, or the Optionee's legal representative or guardian, as applicable, for a period of 12 months from the date of termination Disability or until the Expiration Date, if earlier. Any portion of the 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. Cause; Voluntary Resignation. If the Optionee's employment with the Company or any Affiliate terminates for Cause, Cause or if the Optionee voluntarily terminates his or her employment, any portion of this the Stock Option outstanding on such date shall terminate immediately and be of no further force and or effect. For purposes hereof, of this Agreement, "Cause" shall mean, unless otherwise provided mean: (i) gross negligence or willful misconduct by the Optionee in an employment the performance of the Optionee's duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company; (ii) any breach by the Optionee of any non-compete agreement or similar agreement between the Company Optionee and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) Company; (iii) any material breach by the Optionee of any confidentiality agreement or similar agreement between the Optionee and the Company; (ii) (iv) a material violation by the Optionee of any federal or state law or regulation or the Company's compliance program in the performance of the Optionee's duties; (v) commission by the Optionee of any act of fraud with respect to the Company; (vi) the Optionee's conviction of, indictment for or the Optionee's entry of a guilty plea or plea of nolo contendere by with respect to, a felony; (vii) the Optionee's failure to perform duties consistent with the Optionee's position or to follow or comply with the reasonable directives of the Board or the Optionee's supervisor(s), provided that (A) 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 shall have received written notice that specifically identifies the manner in which the Company believes that the Optionee has engaged in such failure and (B) the Optionee shall not have cured such failure within thirty (30) days following receipt of such notice, provided further that such opportunity to cure a failure shall not apply if the Optionee's duties Optionee has received more than one notice with respect to the Company. same or similar conduct pursuant to this clause (vii) during any twelve (12) consecutive month period; or (viii) any act or omission that would constitute "cause" under any employment agreement or similar agreement between the Optionee and the Company or its Affiliate, as applicable. (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, Disability, Optionee's voluntary termination, or Cause, and unless otherwise determined by the Administrator, Committee, any portion of this the 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 the 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 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. 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 Administrator's determination of the reason for termination of the Optionee's employment terminates by re...ason of shall be conclusive and binding on the Optionee's death, Optionee and his or her representatives or legatees. Except as set forth below, any portion of this Stock Option outstanding that is not exercisable 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 termination shall terminate immediately and be of no further force or until the Expiration Date, if earlier. (b) effect. (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), any portion of this Stock Option outstanding on such date shall become fully exercisable and may thereafter be exercised by the Optionee or the Optionee's legal representative or legatee (as applicable) for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) (b) Termination for Cause. If the Optionee's employment terminates for Cause, any portion of this Stock Option outstanding on such date date, whether or not exercisable, 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 "Cause" for termination shall be dismissed as a result of (i) any material breach by deemed to exist upon (a) 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 Optionee's continued non-performance (other than by reason of disability) by the Optionee of the Optionee's duties to the Company. Company or a Subsidiary (other than by reason of the Optionee's physical or mental illness, incapacity or disability); (b) the Optionee's commission of any crime involving moral turpitude or any felony; (c) the Optionee's violation of any confidentiality, noncompetition or nonsolicitation covenants with respect to the Company or a Subsidiary; (d) the Optionee's material violation of the Company's or a Subsidiary's policies or rules material to the Optionee's employment; (e) the Optionee's engagement in deliberate dishonesty with regard to the Company or a Subsidiary or (f) the Optionee's failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company or a Subsidiary to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. 3 (c) 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, 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 the Company or a Subsidiary (as defined in the Plan) any of its subsidiaries 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 exe...rcisable 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. (b) Termination Due to Disability. If the Optionee's employment terminates by reason of the Optionee's disability (as determined by the Administrator), Board of Directors), 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 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 Board of Directors that the Optionee shall be dismissed as a result of (i) the Optionee's dishonest statements or acts with respect to the Company or any material breach affiliate of the Company, or any of the Company's current or prospective customers, suppliers vendors or other third parties with which such entity does business; (ii) the Optionee's commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the Optionee's failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the grantee by the Optionee Company; (iv) the Optionee's gross negligence, willful misconduct or insubordination with respect to the Company or any affiliate of the Company; or (v) the Optionee's material violation of any agreement provision of any agreement(s) between the Optionee and the Company; (ii) the conviction of, indictment for or plea Company relating to noncompetition, nondisclosure and/or assignment 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. inventions. (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 of Directors, 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 one year from the date of termination or until the Expiration Date, if earlier. Any portion -3- The Board 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 Directors' 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 service as an employee of 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) 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 exten...t 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. (b) 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 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) 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 emplomnet 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 or other agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) the Optionee's dishonest statements or acts with respect to the Company or any material breach affiliate of the Company, or any of the Company's current or prospective customers, suppliers, vendors or other third parties with which such entity does business; (ii) the Optionee's commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the Optionee's failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the Optionee by the Optionee Company; (iv) the Optionee's gross negligence, willful misconduct or insubordination with respect to the Company or any affiliate of the Company; or (v) the Optionee's material violation of any agreement provision of any agreement(s) between the Optionee and the Company; (ii) the conviction of, indictment for or plea Company relating to noncompetition, nondisclosure and/or assignment 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) inventions. 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 following events shall not be deemed a termination of employment: (i) a transfer to the employment of the Company from a Subsidiary of the Company or from the Company to a Subsidiary of the Company, or from one Subsidiary of the Company to another; or (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the Optionee's right to employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing. 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 service as an employee of 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) 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 exten...t 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. (b) 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 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) 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 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 or other agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) the Optionee's dishonest statements or acts with respect to the Company or any material breach affiliate of the Company, or any of the Company's current or prospective customers, suppliers, vendors or other third parties with which such entity does business; (ii) the Optionee's commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the Optionee's failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the Optionee by the Optionee Company; (iv) the Optionee's gross negligence, willful misconduct or insubordination with respect to the Company or any affiliate of the Company; or (v) the Optionee's material violation of any agreement provision of any agreement(s) between the Optionee and the Company; (ii) the conviction of, indictment for or plea Company relating to noncompetition, nondisclosure and/or assignment 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) inventions. 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 following events shall not be deemed a termination of employment: (i) a transfer to the employment of the Company from a Subsidiary of the Company or from the Company to a Subsidiary of the Company, or from one Subsidiary of the Company to another; or (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the Optionee's right to employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing. 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 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. Death, Disability or Retirement.1 If the Optionee's employment terminates by reason of the Optionee's death, Disability or Retirement, any portion of this Stock Option outstan...ding on such date, to the extent exercisable on the date shall become fully exercisable and of termination due to death, Disability or Retirement, may thereafter be exercised exercised, including 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 legatee, for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) Any portion of this Stock Option that is not exercisable on the date of termination (or that does not become exercisable on such date pursuant to Section 1 of this Agreement) shall terminate immediately and be of no further force or effect. For purposes of this Agreement, (i) "Retirement" means, the termination of Optionee's employment or service (A) on or after the Optionee's attainment of age 65 or (B) as determined by the Administrator in its absolute discretion pursuant to such other standard as may be adopted by the Administrator and (ii) "Disability" means "disability" as defined in Section 422(c) of the Code. (b) 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 or a Subsidiary 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; Company or a Subsidiary; (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) Company or a Subsidiary. (c) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, Disability or Retirement, 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. 1 NOTE – If the Option is exercised more than three months after the termination of service due to retirement, the option will cease to qualify as an ISO. 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
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 unvested portion of this Stock Option outstanding on such date shall become fully exercisable cease... to vest and shall be forfeited and the vested portion of this Stock Option may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months 180 days 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 defined by the Administrator), any unvested portion of this Stock Option outstanding on such date shall become fully exercisable cease to vest and shall be forfeited and the vested portion of this Stock Option and may thereafter be exercised by the Optionee for a period of 12 months 180 days 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 Optionee's willful misconduct or gross negligence in connection with the performance of any agreement between the Optionee and Optionee's duties for the Company; Company or its Subsidiaries; (ii) the Optionee's conviction of, indictment for or a plea of guilty or nolo contendere by the Optionee to to, a felony or a crime involving fraud or moral turpitude; (iii) the Optionee's engaging in any business that directly or (iii) indirectly competes with the Company or its Subsidiaries; or (iv) disclosure of trade secrets, customer lists or any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee other confidential information of the Optionee's duties Company or its Subsidiaries to the Company. a competitor or an unauthorized person. (d) 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 set forth 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 90 days from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. The Administrator's determination of the reason for termination of the Optionee's employment 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 shall become fully may be exercised, to th...e extent exercisable and may thereafter be exercised on the date of termination, 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), Committee), any portion of this Stock Option outstanding on such date shall become fully may be exercised, to the extent exercisable and may thereafter be exercised on the date of termination, by the 2 Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier. The death of the Optionee during the 12-month period provided in this Section 4(b) shall extend such period for another 12 months from the date of death or until the Expiration Date, if earlier. (c) Termination for Cause. If the Optionee's employment terminates for Cause, Cause (as defined in the Plan), 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, disability or Cause, and unless otherwise determined by the Administrator, 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 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. View More
Termination of Employment. Subject to any contrary provision in the employment agreement with the Optionee, if If the Optionee's employment by or service with 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. Death, Disability or Retirement. If the Optionee's employment or service terminates by reason of the Optionee's death, Disability or Retirement, any portion of... this Stock Option outstanding on such date, to the extent exercisable on the date shall become fully exercisable and of termination due to death, Disability or Retirement, may thereafter be exercised exercised, including 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 legatee, for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (c) Any portion of this Stock Option that is not exercisable on the date of the termination (or that does not become exercisable on such date pursuant to Section 1 of this Agreement) shall terminate immediately and be of no further force or effect. For purposes of this Agreement, (i) "Retirement" means, the termination of Optionee's employment or service (A) on or after the Optionee's attainment of age 65 or (B) as determined by the Administrator in its absolute discretion pursuant to such other standard as may be adopted by the Administrator and (ii) "Disability" means "disability" as defined in Section 422(c) of the Code.. (b) Termination for Cause. If the Optionee's employment or service 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 or a Subsidiary 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; Company or a Subsidiary; (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) Company or a Subsidiary. 3 (c) Other Termination. If the Optionee's employment or service terminates for any reason other than the Optionee's death, the Optionee's disability, Disability or Retirement 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
