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 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 for Cause. If the Optionee's employment is terminated by the Company for Cause (as defined in the Employment Agreement, dated November 5, 2018, between the Optionee and the Company (as may ...be amended from time to time, the "Employment Agreement")), any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. (b) 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 24 months from the date of the Optionee's death or until the Expiration Date, if earlier. (b) (c) Termination by Reason of Retirement. If the Optionee's employment terminates by reason of the Optionee's Retirement, any portion of this Stock Option outstanding on such date may be exercised by the Optionee for a period of 12 months from the date of termination or until the Expiration Date, if earlier. (d) 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) (e) Termination Without Cause or for Cause. Good Reason. If the Optionee's employment terminates is terminated by the Company without Cause or by the Optionee for Cause, Good Reason (as defined in the Employment Agreement), any portion of this Stock Option outstanding on such date shall terminate immediately and may 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 exercised, to the Company. (d) extent exercisable on the date of termination, for a period of 12 months from the date of termination or until the Expiration Date, if earlier. 3 (f) Other Termination. If the Optionee's employment terminates for any reason other than (i) due to the Optionee's death, (ii) due to the Optionee's disability, (iii) due to the Optionee's retirement, (iv) by the Company for Cause, (v) by the Company without Cause or Cause, (vi) by the Optionee for Good Reason, 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. (g) Acceleration Upon Termination. Notwithstanding the foregoing, if the Optionee's employment with the Company and its subsidiaries is terminated (i) due to the Optionee's disability (as determined by the Administrator) or death, this Stock Option shall automatically become fully vested and exercisable, subject to the provisions of the Plan, as of the date of the Optionee's termination of employment, or (ii) by the Company without Cause or by the Optionee for Good Reason, subject to the Optionee signing of the Separation Agreement (as defined in the Employment Agreement) and the Separation Agreement becoming irrevocable, all within 60 days after the date of termination of employment, this Stock Option shall automatically become fully vested and exercisable as of the later of (x) the date of termination of employment, or (y) the effective date of the Separation Agreement (such date the "Accelerated Vesting Date"). Any termination or forfeiture of unvested Option Shares that could vest pursuant to subsection (ii) of the prior sentence and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date. For the avoidance of doubt, if the offer of the Separation Agreement expires or if the Separation Agreement is timely executed but revoked, the termination or forfeiture of unvested Option Shares shall occur effective upon such expiration or revocation. 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 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. 2 (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 with the Company or a Subsidiary (as defined in the Plan) is terminated, terminates, 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 with the Company or a Subsidiary terminates by reason of the Optionee's death, any portion of this Stock Option outstanding on su...ch 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 [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 with the Company or a Subsidiary 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 [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 with the Company or a Subsidiary 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 service 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 with the Company or a Subsidiary 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 [three months] from the date of termination or until the Expiration Date, if earlier. 3 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 with the Company or a Subsidiary 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 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 with the Company or a Subsidiary (as defined in the Plan) is terminated, terminates, the period within which to exercise the this Stock Option may be subject to earlier termination as set forth below. (a) Termination Due to Death. If the Optionee's employment with the Company or a Subsidiary 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 with the Company or a Subsidiary terminates by reason of the Optionee's disability (as determined by the Administrator), any portion of this Stock Option outstanding on the date of termination, to the extent exercisable on the date of such date shall become fully exercisable and termination, 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. 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. (c) Termination for Cause. If the Optionee's employment with the Company or a Subsidiary terminates for Cause, any portion of this Stock Option outstanding on such the date of termination 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 equivalent under local law) 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. Company and its Subsidiaries. (d) Other Termination. If the Optionee's employment with the Company or a Subsidiary 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 the date of termination 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 with the Company or a Subsidiary shall be conclusive and binding on the Optionee and his or her representatives or legatees. Finally, for purposes of this Stock Option, the Optionee's employment will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is employed or otherwise rendering services or the terms of the Optionee's employment or service agreement, if any)(the "Termination Date"). Unless otherwise expressly provided in the Plan or determined by the Company, (i) the Optionee's right to vest in this Stock Option under the Plan, if any, will terminate as of the Termination Date and (ii) the period, if any, during which the Optionee may exercise this Stock Option after the Termination Date will commence on such date. The Termination Date will not be extended by any notice period (e.g., the Optionee's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment or other laws in the jurisdiction where the Optionee is employed or otherwise rendering services or the terms of the Optionee's employment or service agreement, if any). The Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for purposes of his or her Stock Option grant (including whether the Optionee may still be considered to be providing services while on a leave of absence). 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. 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 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. 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 agreement between the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) conduct by the Optionee constituting a material act of misconduct in connection with the performance of Optionee's duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Optionee of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Optionee that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries and affiliates if Optionee was retained in Optionee's position; (iii) continued non-performance by the Optionee of Optionee's 3 duties (other than by reason of the Optionee's disability) which has continued for more than 30 days following written notice of such non-performance from the Company; (iv) a 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 (v) 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) violation by the Optionee of the Optionee's duties Company's written policies; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company. Company 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. (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
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. 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 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. 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 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, 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. 3 4. Incorporation of Plan. As set forth above, this Stock Option is not granted pursuant to the Plan. Instead, this Stock Option is granted as an "employment inducement award" pursuant to the exemption provided by Section 303A.08 of the New York Stock Exchange Listed Company Manual. However, for purposes of interpreting the provisions of this Stock Option, the terms and conditions of the Plan (other than those applicable to the share reserve, but, including the powers of the Administrator set forth in Section 2(b) of the Plan) shall govern and apply to this Stock Option as if this Stock Option had actually been issued under the Plan. 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, then any unvested portion of this the Stock Option outstanding on such date shall become fully veste...d and exercisable as of the date of the Optionee's death and the Stock Option may thereafter be exercised by the Optionee's legal representative or legatee for a period of 12 months from the such 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 permanent and total Disability (as determined by the Administrator), defined herein), then any unvested portion of this the Stock Option outstanding on such date shall become fully vested and exercisable as of the date of the determination of such Disability by the Administrator and the Stock Option may thereafter be exercised by the Optionee Optionee's legal representative or legatee for a period of 12 months from such date or until the Expiration Date, if earlier. "Disability" means, as determined by the Administrator in its discretion exercised in good faith, the Optionee's inability to engage in the activities required by the Optionee's position at the Company by reason of any medically determinable and documented physical or mental impairment which can reasonably be expected to result in death or to last for a continuous period of not less than 24 months. A determination of Disability may be made by a physician selected or approved by the Administrator and, in this respect, Optionee shall submit to an examination by such physician upon request by the Administrator. (c) Termination for Cause. If the Optionee's employment terminates for Cause (as defined herein), (i) any portion of the Stock Option outstanding on the date of termination may be exercised, to the extent exercisable on such date, for a period of two business 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, earlier, and (ii) any portion of this the Stock Option outstanding that is not exercisable on such the date of termination shall terminate immediately and be of no further force and or effect. For purposes hereof, "Cause" shall mean, means, 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 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) the Optionee's permanent and total Disability) by the Optionee of the Optionee's duties to the Company. 3 (d) Other Termination. If the Optionee's employment terminates for any reason other than the Optionee's death, the Optionee's disability, total and permanent Disability or Cause, and unless otherwise determined by the Administrator, (i) any portion of this the Stock Option outstanding on such the date of termination may be exercised, to the extent exercisable on the date of termination, such date, for a period of three months from the date of termination or until the Expiration Date, if earlier. Any earlier, and (ii) 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 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. The Optionee acknowledges that he or she may be required to exercise the Stock Option within a limited period of time following the date of termination of his or her employment with the Company in order to comply with the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, (the "Code") applicable to "incentive stock options" (as defined therein). View More
