Termination of Employment Clause Example with 34 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. The Option shall not be exercised unless the Participant is, at the time of exercise, an Employee and has been an Employee continuously since the date the Option was granted, subject to the following: (a) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as long as the Participant's ...right to reemployment is guaranteed either by statute or by contract. The employment relationship of the Participant shall also be treated as continuing intact while the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, any portion of the Option that is unexercised and unvested on the Participant's Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, prior to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated for any reason other than Disability, death or for Cause, the Option may be exercised to the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. View More
Found in Atlantic Capital Bancshares, Inc. contract

Variations of a "Termination of Employment" Clause from Business Contracts

Termination of Employment. The Option shall not be exercised unless Subject to Section 14 of the Plan and except as otherwise explicitly set forth in a written individual agreement entered into by the Participant is, at and the time Company or any of exercise, an Employee its Subsidiaries, the following provisions shall apply: (a) Termination of Employment for Cause. Upon the termination of the Participant's employment with the Company and has been an Employee continuously since all Affiliates thereof by the date the Comp...any for Cause, this Option was granted, subject to the following: (a) The employment relationship Award Agreement shall terminate, all rights of the Participant with respect to the Option (whether or not exercisable) shall be treated as continuing intact for any period that immediately terminate, and neither the Participant is on military or sick leave or other bona fide leave nor any of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as long as the Participant's right successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Option. (b) Qualifying Termination of Employment. Upon termination of the Participant's employment with the Company and all Affiliates thereof (i) on account of death, (ii) due to reemployment is guaranteed either Disability, (iii) by statute the Company without Cause or (iv) by contract. The employment relationship of the Participant for Good Reason, the Participant shall also be treated as continuing intact while vest in the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment next tranche of the Participant Option if the Consolidated EBITDA target related to such tranche is terminated because determined to be achieved on a Determination Date that occurs within the six month period following such termination of Disability or death, any employment. After giving effect to the foregoing, (A) the Option shall terminate to the extent not vested (or eligible to become vested) on the date of such termination of employment and (B) the portion of the Option that is unexercised and unvested on vested as of the date of the Participant's Termination Date termination of employment, or becomes vested pursuant to this Section 4(b), shall immediately vest remain exercisable for a period of one (1) year from and become exercisable. The Option must be including the date of termination of the Participant's employment and thereafter such vested portion of the Option, if not exercised, shall terminate. For the avoidance of doubt, if at all, prior to the close applicable Consolidated EBITDA target is not achieved, the portion of the Option Period. In the event of eligible to vest pursuant to this Section 4(b) shall terminate six months following the Participant's death, termination of employment. (c) Termination of Employment for any Other Reason. Upon the Option shall be exercisable by such person or persons as shall have acquired Participant's termination of employment with the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated Company and all Affiliates thereof for any reason other than Disability, death the reasons enumerated in subsections (a) or for Cause, (b) above, the Option may be exercised to the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close portion of the Option period. If that is exercisable as of the Participant dies following date of such termination of employment and prior shall remain exercisable for a period of ninety (90) days (and shall terminate thereafter). Subject to the earlier Section 4(b), all additional portions of the dates specified in (X) or (Y) Option which are not exercisable as of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). If the Participant dies following such termination of employment and prior to shall terminate upon the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of such termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. employment. View More
Found in Thermo Fisher Scientific contract
Termination of Employment. The (a) Generally. Except as provided below in this Section 5, if the Participant's employment is terminated for any reason, then (i) exercise of the Option may be made only to the extent that the Participant was entitled to exercise the Option on the date of termination of employment; and (ii) exercise must occur within 90 days after termination of employment but in no event after the original expiration date of the Option; it being understood that the then-outstanding Option shall not be exerc...ised unless affected by a change of employment or consultancy/service relationship with the Participant is, at the time of exercise, an Employee Company and has been an Employee continuously since the date the Option was granted, subject to the following: (a) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as its Subsidiaries so long as the Participant's right Participant continues to reemployment is guaranteed either by statute be a director, officer or by contract. The employment relationship employee of, or a consultant to, the Company or any of the Participant shall also be treated its Subsidiaries. Except as continuing intact while the Participant is not provided below in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, this Section 5, any portion of the Option that is unexercised and unvested on has not vested as of the date the Participant's Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, prior to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated for any reason other than Disability, shall immediately terminate. 1 (b) For Cause. If the Participant's employment is terminated by the Company for Cause, all of the Participant's Options, both vested and unvested, not theretofore exercised shall immediately terminate upon such termination of employment. (c) Without Cause/for Good Reason. If the Participant's employment is terminated by the Company without Cause [or by the Participant for Good Reason], the Participant's Options shall vest as if the Participant remained employed with the Company for an additional year beyond the date of such termination. In addition, the Participant's vested Options, including the Options that become vested pursuant to the preceding sentence, shall remain exercisable until the earlier of one year after the date of such termination and the original expiration date of the Option. [For purposes of the foregoing, "Good Reason" shall have the meaning set forth in the Employment Agreement by and among the Company, Eagle Shipping International (USA) LLC and the Participant, dated [•].] (d) On Account of Death or Disability. If the Participant's employment is terminated on account of death or for Cause, Disability, then the Option Participant may be exercised to exercise the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close portion of the Option period. If the Participant dies following within one year after such termination of employment and prior but in no event after the original expiration date of the Option. (e) Change in Control. For purposes of Section 1.5(c)(iii)(1) of the Plan, notwithstanding anything therein to the contrary, the Participant will have the right to exercise any vested Award until the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's original expiration date of termination of employment as the Termination Date). If the Participant dies Award or 180 days following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. termination. View More
Found in Eagle Bulk Shipping Inc. contract
Termination of Employment. The Option shall not be exercised unless 3.1 Termination for Reasons Other Than Cause, Death, Disability. If the Participant's employment with the Company is terminated for any reason other than Cause, death or Disability, the Participant is, at may exercise the vested portion of the Option, but only within such period of time of exercise, an Employee and has been an Employee continuously since ending on the earlier of: (a) the date three months following the Option was granted, subject to the f...ollowing: (a) The employment relationship termination of the Participant shall be treated Participant's employment with the Company or (b) the Expiration Date. Except as continuing intact for any period that set forth in Section 8 below, the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as long as the Participant's right to reemployment is guaranteed either by statute or by contract. The employment relationship of the Participant shall also be treated as continuing intact while the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, any portion of the Option that is unexercised and unvested was not exercisable on the date of the termination of the Participant's employment with the Company shall be forfeited and become null and void immediately upon cessation. 3.2 Termination Date for Cause. If the Participant's employment with the Company is terminated for Cause, the Option (whether vested or unvested) shall immediately vest terminate and become cease to be exercisable. 3.3 Termination due to Disability. If the Participant's employment with the Company terminates as a result of the Participant's Disability, the Participant may exercise the vested portion of the Option, but only within such period of time ending on the earlier of: (a) the date 12 months following the termination of the Participant's employment with the Company or (b) the Expiration Date. The Option must be exercised, if at all, prior to the close portion of the Option Period. In that was not exercisable on the event date of the termination of the Participant's employment with the Company shall be forfeited and become null and void immediately upon cessation. 3.4 Termination due to Death. If the Participant's employment with the Company terminates as a result of the Participant's death, the vested portion of the Option shall may be exercisable exercised by such the Participant's estate, by a person or persons as shall have who acquired the right to exercise the Option by will bequest or inheritance or by the laws of intestate succession. (c) If person designated to exercise the employment Option upon the Participant's death, but only within the time period ending on the earlier of: (a) the date 12 months following the termination of the Participant is terminated for any reason other than Disability, death Participant's employment with the Company or for Cause, (b) the Expiration Date. The portion of the Option may be exercised to the extent vested and that was not exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur date of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, employment with the Company shall be forfeited and become null and void immediately upon cessation 4. Manner of Exercise. 4.1 Election to Exercise. To exercise the Option, the Participant or in the case of exercise after the Participant's death or incapacity, the Participant's executor, administrator, heir or legatee, as the case may be shall deliver to the Company a fully completed and executed notice of exercise ("Notice of Exercise"), in such form as may be designated by the Company in its sole discretion, which shall set forth, inter alia: (a) the Participant's election to exercise the Option; (b) the number of shares of Common Stock being purchased; (c) any restrictions imposed on the shares; and (d) any representations, warranties and agreements regarding the Participant's investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option. 4.2 Payment of Exercise Price. The Exercise Price for the shares of Common Stock to be acquired on exercise of the Option shall be exercisable by payable in full at the time of exercise in accordance with the provisions of the Plan, as amended from time to time, plus an amount sufficient to satisfy any tax withholding obligations of the Company that arise in connection with such person or persons as shall have acquired the right to exercise the Option by will or (as determined by the laws of intestate succession. (d) If Company) in accordance with the employment provisions of the Participant is terminated for Cause, Plan pertaining to the Option methods of exercise. 4.3 Issuance of Shares. Provided that the exercise notice and payment are in form and substance satisfactory to the Company, the Company shall lapse and no longer be exercisable as issue the shares of Common Stock registered in the name of the Participant, the Participant's Termination Date, authorized assignee, or the Participant's legal representative which shall be evidenced by stock certificates representing the shares with the appropriate legends affixed thereto, appropriate entry on the books of the Company or of a duly authorized transfer agent, or other appropriate means as determined by the Administrator. For the purposes of this Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. Company. View More
Found in RigNet, Inc. contract
Termination of Employment. The (a) Generally. Except as provided below in this Section 5, if the Participant's employment is terminated for any reason, then (i) exercise of the Option may be made only to the extent that the Participant was entitled to exercise the Option on the date of termination of employment; and (ii) exercise must occur within 90 days after termination of employment but in no event after the original expiration date of the Option; it being understood that the then-outstanding Option shall not be exerc...ised unless affected by a change of employment or consultancy/service relationship with the Participant is, at the time of exercise, an Employee Company and has been an Employee continuously since the date the Option was granted, subject to the following: (a) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as its Subsidiaries so long as the Participant's right Participant continues to reemployment is guaranteed either by statute be a director, officer or by contract. The employment relationship employee of, or a consultant to, the Company or any of the Participant shall also be treated its Subsidiaries. Except as continuing intact while the Participant is not provided below in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, this Section 5, any portion of the Option that is unexercised and unvested on has not vested as of the date the Participant's Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, prior to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated for any reason other than Disability, death or shall immediately terminate. 1 (b) For Cause. If the Participant's employment is terminated by the Company for Cause, all of the Option may be exercised to the extent Participant's Option, both vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever unvested, not theretofore exercised shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following immediately terminate upon such termination of employment. (c) Without Cause/for Good Reason. If the Participant's employment is terminated by the Company without Cause or by the Participant for Good Reason (as defined in the Employment Agreement), the Participant's Option shall vest as if the Participant remained employed with the Company for an additional year beyond the date of such termination. In addition, the Participant's vested Option, including the Option that becomes vested pursuant to the preceding sentence, shall remain exercisable until the earlier of one year after the date of such termination and prior the original expiration date of the Option. (d) On Account of Death or Disability. If the Participant's employment is terminated on account of death or Disability (as defined in the Employment Agreement), the Participant's Option shall vest as if the Participant remained employed with the Company for an additional year beyond the date of such termination. In addition, the Participant's vested Option, including the Option that becomes vested pursuant to the preceding sentence, shall remain exercisable until the earlier of one year after the date of such termination and the original expiration date of the Option. (e) Change in Control. For purposes of Section 1.5(c)(iii)(1) of the Plan, notwithstanding anything therein to the contrary, the Participant will have the right to exercise any vested Award until the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's original expiration date of termination of employment as the Termination Date). If the Participant dies Award or 180 days following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. termination. View More
Found in Eagle Bulk Shipping Inc. contract
Termination of Employment. The (a) Generally. Except as provided below in this Section 5, if the Participant's employment is terminated for any reason, then (i) exercise of the Option may be made only to the extent that the Participant was entitled to exercise the Option on the date of termination of employment; and (ii) exercise must occur within 90 days after termination of employment but in no event after the original expiration date of the Option; it being understood that the then-outstanding Option shall not be exerc...ised unless affected by a change of employment or consultancy/service relationship with the Participant is, at the time of exercise, an Employee Company and has been an Employee continuously since the date the Option was granted, subject to the following: (a) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as its Subsidiaries so long as the Participant's right Participant continues to reemployment is guaranteed either by statute be a director, officer or by contract. The employment relationship employee of, or a consultant to, the Company or any of the Participant shall also be treated its Subsidiaries. Except as continuing intact while the Participant is not provided below in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, this Section 5, any portion of the Option that is unexercised and unvested on has not vested as of the date the Participant's Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, prior to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated for any reason other than Disability, shall immediately terminate. (b) For Cause. If the Participant's employment is terminated by the Company for Cause, all of the Participant's Options, both vested and unvested, not theretofore exercised shall immediately terminate upon such termination of employment. (c) Without Cause/for Good Reason. If the Participant's employment is terminated by the Company without Cause or by the Participant for Good Reason, the Participant's Options shall vest as if the Participant remained employed with the Company for an additional year beyond the date of such termination. In addition, the Participant's vested Options, including the Options that become vested pursuant to the preceding sentence, shall remain exercisable until the later of one year after the date of such termination and the original expiration date of the Option. For purposes of the foregoing, "Good Reason" shall have the meaning set forth in the Employment Agreement by and among the Company, Eagle Shipping International (USA) LLC and the Participant, dated July 6, 2015. (d) On Account of Death or Disability. If the Participant's employment is terminated on account of death or for Cause, Disability, then the Option Participant may be exercised to exercise the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close portion of the Option period. If the Participant dies following within one year after such termination of employment and prior but in no event after the original expiration date of the Option. (e) Change in Control. For purposes of Section 1.5(c)(iii)(1) of the Plan, notwithstanding anything therein to the contrary, the Participant will have the right to exercise any vested Award until the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's original expiration date of termination of employment as the Termination Date). If the Participant dies Award or 180 days following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. termination. View More
Found in Eagle Bulk Shipping Inc. contract
Termination of Employment. The In the event of the Participant's termination of employment with the Company, the Participant (or the Participant's representative, devisee or heir, as applicable) may exercise the Option as set forth in this Section 4. (a) Death or Disability. In the event of the Participant's termination of employment with the Company at any time due to the Participant's death or Disability, any unvested portion of the Option shall not be exercised unless the Participant is, at the time forfeited as of exe...rcise, an Employee and has been an Employee continuously since the date of such termination without any payment to the Participant, and any vested portion of the Option was granted, subject shall remain exercisable until the earlier of (x) one year following such termination and (y) the Expiration Date. (b) For Cause. In the event of the Participant's termination of employment with the Company for Cause, the entire unexercised portion of the Option, whether vested or unvested, shall be forfeited as of the date of such termination without any payment to the following: (a) The employment relationship Participant. (c) Resignation or Termination without Cause Absent a Change in Control. i. In the event of the Participant Participant's resignation or a termination of employment by the Company without Cause (other than for death or Disability or as set forth in Section 5(a)(ii)), any unvested portion of the Option shall be treated forfeited as continuing intact for any period that of the Participant is on military or sick leave or other bona fide leave of absence, provided that the period date of such leave termination without any payment to the Participant. ii. In such circumstances, any vested portion of the Option shall remain exercisable until the earlier of (x) 90 days following such termination of employment with the Company and (y) the Expiration Date. 2 5. Change in Control. (a) In the event of a Change in Control, if (i) the acquiror, surviving company or a parent or subsidiary thereof, does not exceed 90 days, or, if longer, as long as the Participant's right to reemployment is guaranteed either by statute assume or by contract. The employment relationship of the Participant shall also be treated as continuing intact while the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, continue any portion of the Option that is unexercised and unvested on the Participant's Termination Date shall outstanding immediately vest and become exercisable. The Option must be exercised, if at all, prior to the close effective date of the Change in Control or substitute a similar stock award for such Option Period. In or (ii) the event Participant's employment is terminated by the Company without Cause (other than for death or Disability) or by the Participant for Good Reason (as defined below), in each case, within eighteen (18) months following the effective date of the Change in Control, the Option then held by the Participant shall, to the extent unvested, become immediately vested and exercisable and remain exercisable as set forth in Section 4(c)(ii). (b) For purposes of this Award Agreement, "Good Reason" means, absent the Participant's written consent: (A) a material diminution in the Participant's authority, duties, or responsibilities; (B) a material diminution in the Participant's base salary other than a general reduction in base salary that affects all similarly situated employees; or (C) a relocation of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated for any reason other than Disability, death or for Cause, the Option may be exercised to the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following such termination principal place of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting more than 50 miles from the Participant's (i) termination for "cause" as defined under current principal place of employment, unless the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect new principal place of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due employment is closer to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach home address or the position is virtual. In order for the Participant to resign from employment with the Company for Good Reason, the Participant must give written notice to the Company within 30 days of fiduciary duties; (D) willful violation the initial existence of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination foregoing changes, the Company shall have 30 days upon receipt of "Cause" shall be made by such notice to remedy the Administrator condition so as to eliminate the "Good Reason," and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, if not remedied, the Participant's employment or service shall be deemed to have terminated for Cause if, after must terminate no later than 30 days following the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion expiration of the Administrator, a termination for Cause. such cure period. View More
Found in Rocket Companies, Inc. contract
Termination of Employment. The Option shall not be exercised unless the Participant is, at the time of exercise, an Employee and has been an Employee continuously since the date the Option was granted, subject to the following: (a) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as long as the Participant's ...right to reemployment is guaranteed either by statute or by contract. The employment relationship of the Participant shall also be treated as continuing intact while the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, any portion of the Option that is unexercised and unvested on the Participant's Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, prior to the close of the Option Period. In the event of the termination of the Participant's death, employment prior to the applicable vesting date, the Participant shall forfeit any unvested portion of the Option, unless otherwise provided in this Paragraph 5 or Paragraph 6 below. (b) If the Participant's employment terminates prior to the applicable vesting date on account of the Participant's death or Disability (as defined below), any unvested portion of the Option will vest as of the date of the Participant's death or Disability. For purposes of this Agreement, "Disability" shall be exercisable mean the Participant is, by such person reason of a mental or persons as shall have acquired physical impairment, eligible to receive long-term disability benefits under the right to exercise applicable long-term disability plan of the Option by will or by the laws of intestate succession. Company. (c) If the Participant's employment of the Participant is terminated for any reason other than Disability, death or for Cause, the Option may be exercised to the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option (including any vested portion thereof) shall lapse immediately be forfeited and no longer the Participant shall not have any further rights in respect thereof. (d) Any portion of the Option that vests upon termination of employment pursuant to this Paragraph 5 shall be exercisable in accordance with Paragraph 4 above. Any portion of the Option that does not vest upon termination of employment shall be forfeited and the Participant shall not have any right in respect thereof.6. Change in Control. In the event of a Change in Control, the Committee may take such actions with respect to the Option as it deems appropriate pursuant to the Plan; provided that, if the Option continues in effect after a Change in Control and the Participant's employment is terminated by the Company without Cause or the Participant terminates employment for Good Reason, upon or within 12 months following the Change in Control, any unvested portion of the Option shall become fully vested upon such termination of employment.7. Termination of the Option. (a) The Option shall remain exercisable until the tenth anniversary of the Date of Grant, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. (b) In the event of termination of the Participant's employment, the Option, to the extent vested as of the date thereof (including pursuant to Paragraph 5 or 6 above) shall terminate immediately after the first to occur of: (i) one year after termination of the Participant's Termination Date, as determined by employment on account of death or Disability; (ii) three years after termination of the Administrator. Participant's employment on account of Retirement; (iii) 90 days after termination of the Participant's employment for any reason other than on account of death, Disability, Retirement or for Cause; and (iv) immediately upon termination of the Participant's employment for Cause. For the purposes of this Agreement, "Cause" "Retirement" shall mean, unless the 4 Administrator determines otherwise, the Participant's mean termination of employment or service resulting from the Participant's (i) termination (other than for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if Cause) after the Participant has attained age 62 and has completed ten years of service with the Company and its Subsidiaries. (c) For the avoidance of doubt, no portion of the Option may be exercised upon or after the tenth anniversary of the Date of Grant. 2 8. Rights as Shareholder. The Option shall be subject to the vesting requirements and other restrictions as provided in this Agreement. The Participant shall not entered into have any of the rights of a shareholder with respect to the shares of Common Stock underlying the Option until the Option is exercised and such shares are delivered to the Participant. Upon the delivery of shares of Common Stock under this Agreement upon exercise, the Participant shall have all the rights of a shareholder with respect to such shares of Common Stock, including, but not limited to, the right to vote such shares of Common Stock and to receive all dividends and other distributions paid with respect to them, and all such shares of Common Stock shall be evidenced by one or more certificates.9. Non-Transferability. During the Participant's lifetime, the Option may not be assigned, sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of and shall be exercisable only by the Participant. Any attempt by the Participant to dispose of the Option in any such employment, consulting or other agreement (or if any such agreement does not address manner shall result in the effect immediate forfeiture of a "cause" termination), then the Participant's termination Option. Upon the death of the Participant, the Option shall be for "Cause" if termination results due exercisable only by the executor or administrator of the estate of the deceased Participant or the person or persons to whom the deceased Participant's rights with respect to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach Option shall pass by will or the laws of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator descent and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. distribution. View More
Found in GENERAL CABLE CORP contract
Termination of Employment. The (a) Generally. Except as provided below in this Section 5, if the Participant's employment is terminated for any reason, then (i) exercise of the Option may be made only to the extent that the Participant was entitled to exercise the Option on the date of termination of employment; and (ii) exercise must occur within 90 days after termination of employment but in no event after the original expiration date of the Option; it being understood that the then-outstanding Option shall not be exerc...ised unless affected by a change of employment or consultancy/service relationship with the Participant is, at the time of exercise, an Employee Company and has been an Employee continuously since the date the Option was granted, subject to the following: (a) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as its Subsidiaries so long as the Participant's right Participant continues to reemployment is guaranteed either by statute be a director, officer or by contract. The employment relationship employee of, or a consultant to, the Company or any of the Participant shall also be treated its Subsidiaries. Except as continuing intact while the Participant is not provided below in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, this Section 5, any portion of the Option that is unexercised and unvested on has not vested as of the date the Participant's Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, prior to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated for any reason other than Disability, shall immediately terminate. 1 (b) For Cause. If the Participant's employment is terminated by the Company for Cause, all of the Participant's Options, both vested and unvested, not theretofore exercised shall immediately terminate upon such termination of employment. (c) Without Cause/for Good Reason. If the Participant's employment is terminated by the Company without Cause or by the Participant for Good Reason, the Participant's Options shall vest as if the Participant remained employed with the Company for an additional year beyond the date of such termination. In addition, the Participant's vested Options, including the Options that become vested pursuant to the preceding sentence, shall remain exercisable until the later of one year after the date of such termination and the original expiration date of the Option. (d) On Account of Death or Disability. If the Participant's employment is terminated on account of death or for Cause, Disability, then the Option Participant may be exercised to exercise the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close portion of the Option period. If the Participant dies following within one year after such termination of employment and prior but in no event after the original expiration date of the Option. (e) Change in Control. For purposes of Section 1.5(c)(iii)(1) of the Plan, notwithstanding anything therein to the contrary, the Participant will have the right to exercise any vested Award until the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's original expiration date of termination of employment as the Termination Date). If the Participant dies Award or 180 days following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. termination. View More
Found in Eagle Bulk Shipping Inc. contract
Termination of Employment. The Option shall not be exercised unless (a) Termination for Reasons Other Than Cause, Death, Disability. If the Participant's employment is terminated for any reason other than Cause (as defined below), death or disability, the Participant is, at may exercise the vested portion of the Option, but only within such period of time of exercise, an Employee and has been an Employee continuously since ending on the earlier of: (a) the date three months following the Option was granted, subject termin...ation of the Participant's employment or (b) the Expiration Date. "Cause" means, with respect to the following: (a) The employment relationship of the Participant shall be treated as continuing intact for any period that (i) if the Participant is on military a party to an employment agreement with the Company or sick leave its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or other bona fide leave of absence, provided that the period of (ii) if no such leave agreement exists, or if such agreement does not exceed 90 days, or, if longer, as long as define Cause: (A) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (B) conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates; (C) gross negligence or willful misconduct with respect to the Company or an Affiliate; or (D) material violation of state or federal securities laws. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause. (b) Termination for Cause. If the Participant's right employment is terminated for Cause, the Option (whether vested or unvested) shall immediately terminate and cease to reemployment is guaranteed either by statute or by contract. The be exercisable. (c) Termination due to Disability. If the Participant's employment relationship terminates as a result of the Participant shall also be treated as continuing intact while Participant's disability, the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine whether may exercise the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, any vested portion of the Option that is unexercised and unvested Option, but only within such period of time ending on the earlier of: (a) the date 12 months following the Participant's termination of employment or (b) the Expiration Date. (d) Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, prior due to Death. If the close of the Option Period. In the event Participant's employment terminates as a result of the Participant's death, the vested portion of the Option shall may be exercisable exercised by such the Participant's estate, by a person or persons as shall have who acquired the right to exercise the Option by will bequest or inheritance or by the laws of intestate succession. (c) If the employment of the Participant is terminated for any reason other than Disability, death or for Cause, the Option may be exercised to the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right designated to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of upon the Participant's Termination Date, as determined by death, but only within the Administrator. For time period ending on the purposes of this Agreement, "Cause" shall mean, unless earlier of: (a) the 4 Administrator determines otherwise, date 12 months following the Participant's termination of employment or service resulting from (b) the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's duties for the Corporation or an Affiliate; (G) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. Expiration Date. View More
Found in International Money Express, Inc. contract
Termination of Employment. The Option shall Except as may be otherwise provided in the Employment Agreement, RSUs that have not vested will be exercised unless the Participant is, at the time of exercise, forfeited if an Employee and has not been an Employee continuously since the date of the Option was granted, Award, subject to the following: (a) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave o...f absence, provided that the period of such leave does not exceed 90 days, three months, or, if longer, as long as the Participant's right to reemployment is guaranteed either by statute or by contract. The employment relationship of the Participant shall also be treated as continuing intact while the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant has incurred a Disability, and, if applicable, the Participant's Termination Date. (b) If the employment of the Participant is terminated because of Disability or death, any portion of the Option that is unexercised and unvested on the Participant's Termination Date shall immediately vest and become exercisable. The Option must be exercised, if at all, prior to the close of the Option Period. In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (c) If the employment of the Participant is terminated for any reason other than Disability, death or for Cause, the Option may RSUs that have not vested will be exercised to the extent vested and exercisable forfeited on the Participant's Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option period. If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). If the Participant dies following such termination of employment and prior to the earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be treated as having died while employed under Section 5(b) (treating for this purpose the Participant's date of termination of employment as the Termination Date). In the event of the Participant's death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) If the employment of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Participant's Termination Date, as determined by the Administrator. For the purposes of this the Agreement, "Cause" shall mean, unless the 4 Administrator determines otherwise, the Participant's termination of employment or service resulting from the Participant's his (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) personal dishonesty; (B) willful misconduct; (C) breach of fiduciary duties; (D) willful violation of any law, rule, or regulation (other than traffic violations or similar offenses), or a final cease-and-desist order; (E) regulatory suspension or removal; (F) refusal to perform the Participant's his duties for the Corporation or an Affiliate; (G) continued failure to perform his duties to the Corporation in a manner acceptable to the Corporation, as determined by the Administrator or its designee; (C) engaging in fraudulent conduct; (H) material breach of any term of employment; or (I) (D) engaging in conduct that could be materially damaging to the Corporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation. 3 6. No Right of Continued Employment or Service; Forfeiture of Award. Neither the Plan, the grant of the RSUs nor any other action related to the Plan shall confer upon the Participant any right to continue in the employment or service of the Corporation or its Affiliates. The determination of "Cause" shall be made by the Administrator and such determination shall be final and conclusive. Without an Affiliate or to interfere in any way limiting with the effect right of the foregoing, for purposes of the Plan and the Option, Corporation or an Affiliate to terminate the Participant's employment or service at any time. Except as otherwise expressly provided in the Plan, Employment Agreement or this Agreement or as determined by the Administrator, all rights of the Participant with respect to the RSUs shall be deemed to have terminated for Cause if, after terminate upon termination of the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. service. View More
Found in Chanticleer Holdings, Inc. contract