Grouped Into 14 Collections of Similar Clauses From Business Contracts
This page contains Termination of Option clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination of Option. (a) General. Any unexercised portion of the Option shall automatically and without notice terminate and become null and voidat the time of the earliest of the following to occur: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee's Continuous Service terminates other than by reason of (A) by the Company or a Related Entity for Cause, (B) a Disability of the Optionee as determined by a medical doctor satisfactory to t...he Committee, or (C) the death of the Optionee; (ii) immediately upon the termination of the Optionee's Continuous Service by the Company or a Related Entity for Cause; (iii) twelve months after the date on which the Optionee's Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Committee; (iv) (A) twelve months after the date of termination of the Optionee's Continuous Service by reason of the death of the Optionee, or, if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Section 6(a)(iii) hereof; or (v) the tenth (10th) anniversary of the date as of which the Option is granted. (b) Cancellation. To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (A) the liquidation or dissolution of the Company, or (B) any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive or the Shares are exchanged for or converted into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring entity, or an affiliate thereof, assumes the Option or substitutes an equivalent option or right pursuant to Section 10(c) of the Plan, and (ii) the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any transaction that constitutes a Change in Control, the Option (or portion thereof) that remains unexercised on such date. The Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). 2 7. Transferability. Unless otherwise determined by the Committee, the Option is not transferable [otherwise than by will or under the applicable laws of descent and distribution, and, during the lifetime of the Optionee, the Option shall be exercisable only by the Optionee, or the Optionee's guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately become null and void. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.View More
Termination of Option. (a) General. Any unexercised portion of the Option shall automatically and without notice terminate and become null and voidat void at the time of the earliest to occur of the following to occur: following: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee's Continuous Service terminates is terminated other than by reason of (A) by the Company or a Related Entity for Cause, (B) a Disability of the Optionee as determ...ined by a medical doctor satisfactory to the Committee, or (C) the death of the Optionee; (ii) immediately upon the termination of the Optionee's Continuous Service by the Company or a Related Entity for Cause; (iii) twelve months after the date on which the Optionee's Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Committee; (iv) (A) twelve months after the date of termination of the Optionee's Continuous Service by reason of the death of the Optionee, or, if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Section 6(a)(iii) hereof; Optionee; or (v) the tenth (10th) anniversary of the date as of which the Option is granted. granted (or, if a different date is shown on Schedule I hereof beside the caption "Termination Date", such date). (b) Cancellation. To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (A) the liquidation or dissolution of the Company, or (B) any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive or the Shares are exchanged for or converted into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring entity, or an affiliate thereof, assumes the Option or substitutes an equivalent option or right pursuant to Section 10(c) of the Plan, and (ii) the Committee in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any transaction that constitutes a Change in Control, the Option (or portion thereof) that remains unexercised on such date. The Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). 2 7. Transferability. Unless otherwise determined by the Committee, the Option is not transferable [otherwise than by will or under the applicable laws of descent and distribution, and, during the lifetime of the Optionee, the Option shall be exercisable only by the Optionee, or the Optionee's guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately become null and void. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.View More
Termination of Option. (a) General. Any unexercised portion of the Option shall automatically and without notice terminate and become null and voidat void at the time of the earliest to occur of the following to occur: following: (i) unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee's Optionee' s Continuous Service terminates other than by reason of (A) is terminated by the Company or a Related Entity for (a) Cause, (B) (b) a Disability of th...e Optionee as determined by a medical doctor satisfactory to the Committee, or (C) (c) the death of the Optionee; (ii) immediately upon the termination of the Optionee's Optionee' s Continuous Service by the Company or a Related Entity for Cause; (iii) twelve months after the date on which the Optionee's Optionee' s Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Committee; (iv) (A) twelve months after the date of termination of the Optionee's Optionee' s Continuous Service by reason of the death of the Optionee, or, if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Section 6(a)(iii) hereof; Optionee; or (v) the tenth (10th) fifth anniversary of the date as of which the Option is granted. granted (or, if a different date is shown on Schedule I hereof beside the caption "Termination Date", such date). (b) Cancellation. To the extent not previously exercised, exercised: (i) the Option shall terminate immediately in the event of (A) (a) the liquidation or dissolution of the Company, or (B) (b) any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive or the Shares are exchanged for or converted into securities issued by another entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring entity, or an affiliate Affiliate thereof, assumes the Option or substitutes an equivalent option or right pursuant to Section 10(c) of the Plan, right; and 7 (ii) the Committee in its sole discretion may by written notice cancel ("cancellation notice") cancel, notice"), effective upon the consummation of any transaction that constitutes a Change in Control, the Option (or portion thereof) that remains unexercised on such date. The Committee shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his their exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). 2 7. Transferability. Unless otherwise determined by the Committee, the Option is not transferable [otherwise than by will or under the applicable laws of descent and distribution, and, during the lifetime of the Optionee, the Option shall be exercisable only by the Optionee, or the Optionee's guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately become null and void. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.View More
Termination of Option. (a) General. Any unexercised portion of the Option shall automatically and without notice terminate and become null and voidat void at the time of the earliest of the following to occur: occur of: (i) unless the Committee otherwise determines in writing in its sole discretion, three (3) months after the date on which the Optionee's Continuous Service terminates is terminated other than by reason of (A) Cause, which, solely for purposes of this Agreement, shall mean the termination of the Optione...e's Continuous Service by reason of the Company Optionee's willful misconduct or a Related Entity for Cause, gross negligence, (B) a Disability of the Optionee as determined by a medical doctor satisfactory to the Committee, Committee or the Board, or (C) the death of the Optionee; (ii) immediately upon the termination of the Optionee's Continuous Service by the Company or a Related Entity for Cause; (iii) twelve (12) months after the date on which the Optionee's Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Committee; Committee or the Board; (iv) (A) twelve (12) months after the date of termination of the Optionee's Continuous Service by reason of the death of the Optionee, or, if later, (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Section 6(a)(iii) hereof; Optionee; or (v) the tenth (10th) anniversary of the date as Date of which the Option is granted. Grant. (b) Cancellation. To the extent not previously exercised, (i) the Option shall terminate immediately in the event of (A) (1) the liquidation or dissolution of the Company, or (B) (2) any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive or the Shares are converted into or exchanged for or converted into securities issued by another entity, unless the successor or acquiring entity, or an affiliate of such successor or acquiring entity, unless the successor or acquiring entity, or an affiliate thereof, assumes the Option or substitutes an equivalent option or right pursuant to Section 10(c) 10(c)(ii) of the Plan, and (ii) the Committee or the Board in its sole discretion may by written notice ("cancellation notice") cancel, effective upon the consummation of any corporate transaction that constitutes a Change described in Control, Subsection 9(b)(ii) of the Plan in which the Company does survive, the Option (or portion thereof) that remains unexercised on such date. The Committee or the Board shall give written notice of any proposed transaction referred to in this Section 6(b) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or after approval of such transaction), in order that the Optionee may have a reasonable period of time prior to the closing date of such transaction within which to exercise the Option if and to the extent that it then is exercisable (including any portion of the Option that may become exercisable upon the closing date of such transaction). The Optionee may condition his exercise of the Option upon the consummation of a transaction referred to in this Section 6(b). 2 7. Transferability. Unless otherwise determined by the Committee, the Option is not transferable [otherwise than by will or under the applicable laws of descent and distribution, and, during the lifetime of the Optionee, the Option shall be exercisable only by the Optionee, or the Optionee's guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately become null and void. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.View More
Termination of Option. The Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee's Separation, all Options will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee's Separation occurs prior to the Close of Business on December 31, 2023 on account of a termination of the Grantee's employment or service for Cause, all Options that are not vested and exercisable as of the Clos...e of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (c) If (i) the Grantee's Separation occurs after the Close of Business on December 31, 2023, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee's Separation occurs (A) on account of a termination of the Grantee's employment or service without Cause, (B) on account of a termination of the Grantee's employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee's Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term. 5 9. Nontransferability. Options are not transferable (either voluntarily or involuntarily), before or after Grantee's death, except as follows: (a) during Grantee's lifetime, pursuant to a Domestic Relations Order, issued by a court of competent jurisdiction, that is not contrary to the terms and conditions of the Plan or this Agreement, and in a form acceptable to the Committee; or (b) after Grantee's death, by will or pursuant to the applicable laws of descent and distribution, as may be the case. Any person to whom Options are transferred in accordance with the provisions of the preceding sentence shall take such Options subject to all of the terms and conditions of the Plan and this Agreement, including that the vesting and termination provisions of this Agreement will continue to be applied with respect to the Grantee. Options are exercisable only by the Grantee (or, during the Grantee's lifetime, by the Grantee's court appointed legal representative) or a person to whom the Options have been transferred in accordance with this Section.View More
Termination of Option. The Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee's Separation, all Options that are exercisable at the time of (or become exercisable after) such Change in Control will terminate at the expiration of the Term. 5 (b) If, in the absence of a Change in Control after the Grant Date, the Grantee's Separation occurs prior to the Close of Business on December 31, 2023 2020 on account of a termination of the Grantee's... employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (c) If (i) the Grantee's Separation occurs after the Close of Business on December 31, 2023, 2020, or (ii) in the absence of a Change in Control after the Grant Date, the Grantee's Separation occurs (A) on account of a termination of the Grantee's employment or service without Cause, (B) on account of a termination of the Grantee's employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee's Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term. 5 9. Nontransferability. Options are not transferable (either voluntarily or involuntarily), before or after Grantee's death, except as follows: (a) during Grantee's lifetime, pursuant to a Domestic Relations Order, issued by a court of competent jurisdiction, that is not contrary to the terms and conditions of the Plan or this Agreement, and in a form acceptable to the Committee; or (b) after Grantee's death, by will or pursuant to the applicable laws of descent and distribution, as may be the case. Any person to whom Options are transferred in accordance with the provisions of the preceding sentence shall take such Options subject to all of the terms and conditions of the Plan and this Agreement, including that the vesting and termination provisions of this Agreement will continue to be applied with respect to the Grantee. Options are exercisable only by the Grantee (or, during the Grantee's lifetime, by the Grantee's court appointed legal representative) or a person to whom the Options have been transferred in accordance with this Section.View More
Termination of Option. The Options will terminate at the time specified below: (a) Any Options that are not exercisable as of the Close of Business on the date of the Grantee's Separation for any reason, including as a result of death, Disability, termination by the Company for Cause, termination by the Company without Cause or termination by the Grantee with or without Good Reason, will automatically terminate as of the Close of Business on the date of Separation. 4 (b) If a Change in Control occurs after the Grant D...ate December 24, 2014 but prior to the Grantee's Separation, all Options that are exercisable at the time of (or become exercisable after) such Change in Control will terminate at the expiration of the Term. (b) If, in the absence of (c) If a Change in Control has not then occurred after the Grant Date, December 24, 2014 and the Grantee's Separation occurs prior to the Close of Business on December 31, 2023 2019 on account of a termination of the Grantee's employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at that time and all Options that are vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of the Grantee's Separation. (c) (d) If (i) the Grantee's Separation occurs after does not occur prior to the Close of Business on December 31, 2023, 2019, or (ii) in the absence of a Change in Control has not then occurred after the Grant Date, December 24, 2014 and the Grantee's Separation occurs (A) on account of a termination of the Grantee's employment or service without Cause, (B) on account of a termination of the Grantee's employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, then, in each case, all Options that are not vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at that time, and all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee's Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Separation. Notwithstanding any period of time referenced in this Section 8 7 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term. 5 9. Nontransferability. Options are not transferable (either voluntarily or involuntarily), before or after Grantee's death, except as follows: (a) during Grantee's lifetime, pursuant to a Domestic Relations Order, issued by a court of competent jurisdiction, that is not contrary to the terms and conditions of the Plan or this Agreement, and in a form acceptable to the Committee; or (b) after Grantee's death, by will or pursuant to the applicable laws of descent and distribution, as may be the case. Any person to whom Options are transferred in accordance with the provisions of the preceding sentence shall take such Options subject to all of the terms and conditions of the Plan and this Agreement, including that the vesting and termination provisions of this Agreement will continue to be applied with respect to the Grantee. Options are exercisable only by the Grantee (or, during the Grantee's lifetime, by the Grantee's court appointed legal representative) or a person to whom the Options have been transferred in accordance with this Section.View More
Termination of Option. Except as otherwise provided in Section 4 of this Agreement, unless the Option terminates earlier as provided in this Section 6, the Option shall terminate and become null and void on the tenth anniversary of the Date of Grant (the "Option General Expiration Date"). Except as otherwise provided in Section 4 of this Agreement, if the Participant incurs a Termination of Service for any reason, the Option shall not continue to vest after such Termination of Service. (a)If the Participant incurs a T...ermination of Service due to the Participant's death or Total and Permanent Disability, the Option shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of one year from the date of such death or Total and Permanent Disability, but in no event after the Option General Expiration Date. (b)If the Participant incurs a Termination of Service upon the occurrence of the Participant's Retirement, (i) the portion of the Option that was exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to three years after the date of Retirement, but in no event after (x) the Option General Expiration Date or (y) the day before the date the Participant begins engaging in Competition (as that term is defined in Section 22) during such three-year period, unless he or she receives written consent to do so from the Board or the Committee, and (ii) the portion of the Option that was not exercisable on the date of Retirement shall be forfeited and become null and void immediately upon such Retirement. (c)If the Participant incurs a Termination of Service due to Cause, all of the Option shall be forfeited and become null and void immediately upon such Termination of Service, whether or not then exercisable. For purposes of this Section 6(c) the term "Cause" means the occurrence of one of the following events: (i) commission of fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate which conduct damaged the Company or an Affiliate, (ii) disclosure of trade secrets of the Company or an Affiliate, or (iii) violation of the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Participant is a party. (d)If the Participant incurs a Termination of Service for any reason other than death, Total and Permanent Disability, Retirement or Cause, (i) the portion of the Option that was exercisable on the date of such Termination of Service shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to 90-days after the date of such Termination of Service, but in no event after (x) the Option General Expiration Date or (y) the day before the date the Participant begins engaging in Competition during such 90-day period, unless he or she receives written consent to do so from the Board or the Committee, and (ii) the portion of the Option that was not exercisable on the date of such Termination of Service shall be forfeited and become null and void immediately upon such Termination of Service. In the event the Participant has entered into an employment contract with the Company, the termination provisions of the employment contract will supersede the terms stated in Section 6(d) herein. (e)Upon the death of the Participant prior to the expiration of the Option, the Participant's executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to the termination of the Option, to exercise the Option with respect to the number of shares of Common Stock that the Participant would have been entitled to exercise if he or she were still alive. (f)Notwithstanding anything to the contrary contained herein, in the event the Participant fails to comply with the confidentiality and non-solicitation provisions of Exhibit A, or the non-solicitation and/or confidentiality provisions contained in any written agreement by and between the Participant and the Company, then all of the Option shall be forfeited and become null and void immediately upon such Termination of Service, whether or not then exercisable, and this Agreement (other than the provisions of this subsection (f) and the provisions of Exhibit A) will be terminated on the date of such violation.View More
Termination of Option. Except as otherwise provided in Section 4 of this Agreement, unless Unless the Option terminates earlier as provided in this Section 6, 6 the Option shall terminate and become null and void at the close of business at the Company's principal business office on the day before the date of the tenth anniversary of the Grant Date of Grant (the "Option General Expiration Date"). Except as otherwise provided in Section 4 If Optionee ceases to be an employee of this Agreement, if the Participant incurs... a Termination of Service Company for any reason, reason the Option shall not continue to vest after such Termination cessation of Service. (a)If service as an employee of the Participant incurs a Termination Company. (a) If Optionee ceases to be an employee of Service the Company and any Subsidiary Corporation due to the Participant's death or Total and Permanent Disability, (i) the portion of the Option that was exercisable on the date of such cessation of employment shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period close of one year from business at the Company's principal business office on the day that is, twelve (12) months after the date of such death or Total and Permanent Disability, but in no event after the Option General Expiration Date. (b)If the Participant incurs a Termination of Service upon the occurrence of the Participant's Retirement, (i) the portion of the Option that was exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to three years after the date of Retirement, but in no event after (x) the Option General Expiration Date or (y) the day before the date the Participant begins engaging in Competition (as that term is defined in Section 22) during such three-year period, unless he or she receives written consent to do so from the Board or the Committee, and (ii) the portion of the Option that was not exercisable on the date of Retirement shall be forfeited and become null and void immediately upon such Retirement. (c)If the Participant incurs a Termination of Service due to Cause, all of the Option shall be forfeited and become null and void immediately upon such Termination of Service, whether or not then exercisable. For purposes of this Section 6(c) the term "Cause" means the occurrence of one of the following events: (i) commission of fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate which conduct damaged the Company or an Affiliate, (ii) disclosure of trade secrets of the Company or an Affiliate, or (iii) violation of the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Participant is a party. (d)If the Participant incurs a Termination of Service for any reason other than death, Total and Permanent Disability, Retirement or Cause, (i) the portion of the Option that was exercisable on the date of such Termination of Service shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to 90-days after the date of such Termination of Service, but in no event after (x) the Option General Expiration Date or (y) the day before the date the Participant begins engaging in Competition during such 90-day period, unless he or she receives written consent to do so from the Board or the Committee, Date; and (ii) the portion of the Option that was not exercisable on the date of such Termination cessation of Service employment shall be forfeited and become null and void immediately upon such Termination of Service. In the event the Participant has entered into cessation. (b) If Optionee ceases to be an employment contract with the Company, the termination provisions employee of the Company or a Subsidiary Corporation for any reason other than death or Disability (i) the portion of the Option that was exercisable on the date of such cessation of employment contract will supersede shall remain exercisable for, and shall otherwise terminate and become null and void at the terms stated close of business at the Company's principal business office on the day that is three (3) months after the date of such cessation of employment, but in Section 6(d) herein. (e)Upon no event after the Option General Expiration Date, and (ii) the portion of the Option that was not exercisable on the date of such cessation of employment shall be forfeited and become null and void immediately upon such cessation. (c) Upon the death of the Participant Optionee prior to the expiration of the Option, the Participant's Optionee's executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to the termination of the Option, Option to exercise the Option with respect to the number of shares of Common Stock that the Participant Optionee would have been entitled to exercise if he or she were still alive. (f)Notwithstanding anything to the contrary contained herein, in the event the Participant fails to comply with the confidentiality and non-solicitation provisions of Exhibit A, or the non-solicitation and/or confidentiality provisions contained in any written agreement by and between the Participant and the Company, then all of the Option shall be forfeited and become null and void immediately upon such Termination of Service, whether or not then exercisable, and this Agreement (other than the provisions of this subsection (f) and the provisions of Exhibit A) will be terminated on the date of such violation.View More
Termination of Option. Except as otherwise provided in Section 4 of this Agreement, unless the Option terminates earlier as provided in this Section 6, 6 the Option shall terminate and become null and void on the tenth anniversary of the Grant Date of Grant (the "Option 2 General Expiration Date"). Except as otherwise provided in Section 4 of this Agreement, if Optionee ceases to be an employee of the Participant incurs a Termination of Service Company for any reason, reason the Option shall not continue to vest after... such Termination cessation of Service. (a)If service as an employee of the Participant incurs a Termination Company. (a) If Optionee ceases to be an employee of Service the Company and any Subsidiary due to the Participant's death or Total and Permanent Disability, the Option shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of one year from the date of such death or Total and Permanent Disability, but in no event after the Option General Expiration Date. (b)If (b) If Optionee ceases to be an employee of the Participant incurs a Termination of Service Company and any Subsidiary upon the occurrence of the Participant's Retirement, (i) Optionee's Retirement (as that term is defined in Section 21), (A) the portion of the Option that was exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to three years after the date of Retirement, but in no event after (x) the Option General Expiration Date or (y) the day before the date the Participant Optionee begins engaging in Competition (as that term is defined in Section 22) 21) during such three-year period, period unless he or she receives written consent to do so from the Board or the Committee, and (ii) (B) the portion of the Option that was not exercisable on the date of Retirement shall be forfeited and become null and void immediately upon such Retirement. (c)If (c) If Optionee ceases to be an employee of the Participant incurs Company or a Termination of Service Subsidiary due to Cause, all of the Option shall be forfeited and become null and void immediately upon such Termination of Service, cessation, whether or not then exercisable. For purposes of this Section 6(c) the term "Cause" means the occurrence of one of the following events: (i) ) commission of fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate which conduct damaged the Company or an Affiliate, (ii) (b) disclosure of trade secrets of the Company or an Affiliate, or (iii) (c) violation of the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Participant Optionee is a party. (d)If party, (d) If Optionee ceases to be an employee of the Participant incurs Company or a Termination of Service Subsidiary for any reason other than death, Total and Permanent Disability, Retirement or Cause, (i) the portion of the Option that was exercisable on the date of such Termination of Service cessation shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to 90-days after the date of such Termination of Service, cessation, but in no event after (x) the Option General Expiration Date or (y) the day before the date the Participant Optionee begins engaging in Competition during such 90-day period, period unless he or she receives written consent to do so from the Board or the Committee, and (ii) the portion of the Option that was not exercisable on the date of such Termination of Service cessation shall be forfeited and become null and void immediately upon such Termination of Service. cessation. In the event the Participant Optionee has entered into an employment contract with the Company, the termination provisions of the employment contract will supersede the terms stated in Section section 6(d) herein. (e)Upon (e) Upon the death of the Participant Optionee prior to the expiration of the Option, the Participant's Optionee's executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to the termination of the Option, Option to exercise the Option with respect to the number of shares of Common Stock that the Participant Optionee would have been entitled to exercise if he or she were still alive. (f)Notwithstanding anything to 3 7. Tax Withholding. To the contrary contained herein, in extent that the event receipt of the Participant fails to comply with Option, this Agreement, the confidentiality and non-solicitation provisions of Exhibit A, or the non-solicitation and/or confidentiality provisions contained in any written agreement by and between the Participant and the Company, then all vesting of the Option or the exercise of the Option results in income to Optionee for federal, state or local income, employment or other tax purposes with respect to which the Company or its Subsidiaries or any Affiliate has a withholding obligation, Optionee shall be forfeited and become null and void immediately upon deliver to the Company at the time of such Termination receipt, vesting or exercise, as the case may be, such amount of Service, whether money as the Company or not then exercisable, and this Agreement (other than its Subsidiaries or any Affiliate may require to meet its obligation under applicable tax laws or regulations, and, if Optionee fails to do so, the provisions of this subsection (f) and Company or its Subsidiaries or any Affiliate is authorized to withhold from the provisions of Exhibit A) will be terminated shares subject to the Option (based on the date Fair Market Value of such violation. shares as of the date the amount of tax to be withheld is determined) or from any cash or stock remuneration then or thereafter payable to Optionee any tax required to be withheld by reason of such taxable income, sufficient to satisfy the withholding obligation. 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Termination of Option. The Option will expire seven (7) years from the date of grant of the Option (the "Term") with respect to any then unexercised portion thereof, unless terminated earlier as set forth below: (a) Termination by Death. If the Optionee's employment by the Company terminates by reason of death, or if the Optionee dies within three (3) months after termination of such employment for any reason other than Cause, this Option may thereafter be exercised by the legal representative of the estate or by the ...legatee of the Optionee under the will of the Optionee, until the expiration of the original Term of the Option. (b) Termination by Reason of Disability. If the Optionee's employment by the Company terminates by reason of Disability, this Option may thereafter be exercised by the Optionee or personal representative or guardian of the Optionee, as applicable, until the expiration of the original Term of the Option. (c) Termination by Normal Retirement or Early Retirement. If Optionee's employment by the Company terminates by reason of Normal Retirement or Early Retirement, this Option may thereafter be exercised by the Optionee, until the expiration of the original Term of the Option. "Early Retirement" means retirement with the express consent of the Company at or before the time of such retirement, from active employment with the Company prior to age sixty-five (65), in accordance with any applicable early retirement policy of the Company then in effect. "Normal Retirement" means retirement from active employment with the Company on or after age sixty-five (65). (d) Termination for Cause. If the Optionee's employment by the Company is terminated for Cause, this Option shall terminate immediately and become void and of no effect. (e) Other Termination. If the Optionee's employment by the Company is terminated for any reason other than for Cause, death, Disability or Normal Retirement or Early Retirement, this Option may be exercised, to the extent the Option was exercisable at the time of such termination, by the Optionee for a period of ninety (90) days from the date of such termination of employment or the expiration of the Term of the Option, whichever period is the shorter.View More
Termination of Option. The Option will expire seven (7) ten (10) years from the date of grant of the Option (the "Term") with respect to any then unexercised portion thereof, unless terminated earlier as set forth below: (a) Termination by Death. If the Optionee's employment by the Company terminates by reason of death, or if the Optionee dies within three (3) months after termination of such employment for any reason other than Cause, this Option may thereafter be exercised by the legal representative of the estate o...r by the legatee of the Optionee under the will of the Optionee, but only if the Market-Vesting Conditions has been satisfied, for a period of one (1) year from the date of death or until the expiration of the original Term of the Option. Option, whichever period is the shorter. (b) Termination by Reason of Disability. If the Optionee's employment by the Company terminates by reason of Disability, this Option may thereafter be exercised by the Optionee or personal representative or guardian of the Optionee, as applicable, but only if the Market-Vesting Conditions has been satisfied, for a period of three (3) years from the date of such termination of employment or until the expiration of the original Term of the Option. Option, whichever period is the shorter. (c) Termination by Normal Retirement or Early Retirement. If the Optionee's employment by the Company terminates by reason of Normal Retirement or Early Retirement, this Option may thereafter be exercised by the Optionee, but only if the Market-Vesting Condition has been satisfied, for a period of three (3) years from the date of such termination of employment or until the expiration of the original Term of the Option. "Early Retirement" means retirement with Option, whichever period is the express consent of the Company at or before the time of such retirement, from active employment with the Company prior to age sixty-five (65), in accordance with any applicable early retirement policy of the Company then in effect. "Normal Retirement" means retirement from active employment with the Company on or after age sixty-five (65). shorter. (d) Termination for Cause. If the Optionee's employment by the Company is terminated for Cause, this Option shall terminate immediately and become void and of no effect. (e) Other Termination. If the Optionee's employment by the Company is terminated terminates for any reason other than for Cause, death, Disability or Normal Retirement or Early Retirement, this Option may be exercised, exercised by the Optionee, to the extent the Option Service-Vesting Condition was exercisable satisfied at the time of such termination, by but only if the Optionee Market-Vesting Condition has been THE CHEFS' WAREHOUSE, INC. 10-K satisfied, for a period of ninety (90) days three (3) months from the date of such termination of employment or the expiration of the Term of the Option, whichever period is the shorter. 5. No Right to Continued Employment. The grant of the Option shall not be construed as giving the Optionee the right to be retained in the employ of the Company, and the Company may at any time dismiss the Optionee from employment, free from any liability or any claim under the Plan. View More
Termination of Option. Unless earlier terminated pursuant to Section 3(b), the Options shall terminate on the tenth anniversary of the Grant Date (the "Normal Expiration Date"), if not exercised prior to such date. (b) Termination of Employment. (i) Death, Disability or Retirement. If a Participant's employment with the Company terminates due to death, Disability or Retirement, the Option shall be deemed vested to the extent of the number of Options that would have vested had the Participant's Service continued until ...the next vesting date immediately following the date of the Participant's death or the effective date of the Participant's Termination of Service due to Disability or Retirement, as the case may be, and may thereafter be exercised by the Participant or the Participant's executor, administrator, legal representative, guardian or similar person until and including the earlier to occur of (i) the date which is one year after the date of the Participant's death or the effective date of the Participant's Termination of Service due to Disability or Retirement, as the case may be, and (ii) the Normal Expiration Date. Any remaining unvested Options shall immediately be forfeited and canceled effective as of the date of the Participant's death or effective date of the Participant's Termination of Service due to Disability or Retirement. For purposes of this Agreement, "Retirement" shall mean a Participant's Termination of Service with the Company (other than a 2 termination for Cause) occurring on or after the date on which either (x) the Participant reaches the age of 65 or (y) the Participant's age plus years of service equal seventy-five (75) (as determined by the Committee in its sole discretion). (ii) Cause. If a Participant's employment with the Company is terminated by the Company for Cause, the Option, whether or not vested, shall terminate immediately upon such Termination of Service. (iii) Other Reasons. If a Participant's employment with the Company is terminated due to circumstances other than as set forth in Sections 3(b)(i) or (ii), the Option shall be vested only to the extent it is vested on the effective date of the Participant's Termination of Service and may thereafter be exercised by the Participant until and including the earliest to occur of (i) the date which is 90 days after the effective date of the Participant's Termination of Service, (ii) the date the Participant breaches an employment, noncompetition, nonsolicitation, confidentiality, inventions or similar agreement between the Company and the Participant (an "Employment Agreement") and (iii) the Normal Expiration Date. (iv) Death Following Termination. If the Participant dies during the period set forth in Section 3(b)(i) or (iii), the Option shall be vested only to the extent it is vested on the date of death and may thereafter be exercised by the Participant's executor, administrator, legal representative, guardian or similar person until and including the earlier to occur of (i) the date which is one year after the date of death and (ii) the Normal Expiration Date. (c) Change in Control. In the event of a Change in Control, the Options shall vest or continue and shall have such treatment, as set forth in the Plan.View More
Termination of Option. Unless earlier terminated pursuant to Section 3(b), the Options shall terminate on the tenth anniversary of the Grant Date (the "Normal Expiration Date"), if not exercised prior to such date. (b) Termination 2 (b)Termination of Employment. (i) Death, Service. (i)Death, Disability or Retirement. If a the Participant's employment with Service on the Company Board terminates due to death, Disability or Retirement, the Option shall be deemed vested to the extent of the number of Retirement (as defin...ed below), any Options that would have are vested had the Participant's Service continued until the next vesting date immediately following the date as of the Participant's death or the effective date of the Participant's such Termination of Service due to Disability or Retirement, as the case may be, and may thereafter be exercised by the Participant or the Participant's executor, administrator, legal representative, guardian or similar person until and including the earlier to occur of (i) (x) the date which is one year five years after the date of the Participant's death or the effective date of the Participant's Termination of Service due to Disability or Retirement, as the case may be, and (ii) (y) the Normal Expiration Date. Any remaining unvested Options shall immediately be forfeited Date; provided, however, that in the case of any voluntary Retirement by the Participant that occurs prior to April 29, 2021 (it being understood and canceled effective as agreed that no retirement by the Participant at the request of the date of Board or following a decision by the Participant's death or effective date Board not to re-nominate the Participant to the Board shall be considered voluntary for this purpose) "five years" in clause (x) above shall be replaced with "one year". Any Options that are not vested as of the Participant's Termination of Service due to Disability or Retirement. shall be terminated immediately upon such Termination of Service. For purposes of this Agreement, the foregoing, the term "Retirement" shall mean a the Participant's voluntary or involuntary Termination of Service with the Company (other Service, other than a 2 termination by reason of death, Disability or removal for Cause) Cause, occurring on or after the date on which either (x) (A) the Participant reaches the age of 65 or (y) (B) the Participant's age plus years of service Service on the Company's Board equal seventy-five (75) (as determined by the Committee in its sole discretion). (ii) (75). (ii)Removal for Cause. If a the Participant's employment with Service on the Company Board is terminated by the Company Board for Cause, the Option, all Options, whether vested or not vested, unvested, shall terminate immediately upon such Termination of Service. (iii) Other (iii)Other Reasons. If a the Participant's employment with Service on the Company Board is terminated due to circumstances other than as set forth in Sections 3(b)(i) or (ii), the Option shall be such as resignation, any Options that are vested only to the extent it is vested on as of the effective date of the Participant's Termination of Service and may thereafter be exercised by the Participant until and including the earliest to occur of (i) (x) the date which is 90 days after the effective date of the Participant's Termination of Service, (ii) the date the Participant breaches an employment, noncompetition, nonsolicitation, confidentiality, inventions or similar agreement between the Company Service and the Participant (an "Employment Agreement") and (iii) (y) the Normal Expiration Date. (iv) Death All Options that are unvested as of the Participant's Termination of Service shall immediately terminate upon such Termination of Service. 3 (iv)Death Following Termination. If the Participant dies during the period set forth in Section 3(b)(i) or (iii), the Option shall be vested only to the extent it is vested on the date of death and Options may thereafter be exercised by the Participant's executor, administrator, legal representative, guardian or similar person until and including the earlier to occur of (i) (x) the date which is one year after the date of death (or, if later, five years after the date of the Participant's Disability or Retirement, as applicable) and (ii) (y) the Normal Expiration Date. (c) Change (c)Change in Control. In the event of a Change in Control, the Options shall vest or continue and shall have such treatment, treatment as set forth in the Plan. View More
Termination of Option. 4.1. The Option shall terminate and expire upon the earliest to occur of: (i) the Option Expiration Date set forth in the Option Certificate; (ii) the Termination Date; and (iii) a Corporate Transaction unless otherwise specified (x) in a Superseding Agreement or Resolution (each as defined hereinafter), or (y) by the Administrator. 4.2. For purposes of this Agreement: 4.2.1. "Employment Termination Date" shall mean the first day Optionee is not a director, employee or consultant to the Company ...and its Affiliates. As long as Optionee is at least one of employee, director or consultant, the Employment Termination Date shall not be deemed to have occurred. For example, if Optionee is an employee and a director, the termination of employment as an employee while remaining a director shall not establish an Employment Termination Date (which would only be established if and when Optionee ceases to be a director). Optionee's employment shall not be deemed to terminate by reason of a transfer to or from the Company or an Affiliate or among such entities, or sick leave, military leave or other leave of absence approved by the Administrator, if the period of any such leave does not exceed 90 days or, if longer, if Optionee's right to reemployment by the Company or any Affiliate is guaranteed either contractually or by statute. 4.2.2. "Termination Date" shall be: (a) the date 90 days following the Employment Termination Date unless Optionee's employment is terminated For Cause or as a result of the death, disability, or Retirement (as defined hereinafter) of Optionee; (b) upon the Employment Termination Date if Optionee's employment is terminated For Cause; (c) the date one year following the Employment Termination Date as a result of the death, disability, or Retirement of Optionee; or (d) in the case of an Optionee that received the Option as a director, the date which is the earlier of the Option Expiration Date and the date that is two years after the date of such termination. 4.2.3. "For Cause" shall mean Optionee's loss of employment by the Company or any of its Affiliates due to Optionee's (a) willful breach or habitual neglect or continued incapacity to perform Optionee's required duties, (b) commission of acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude in connection with Optionee's services to the Company or its Affiliates or which in the determination of the Administrator would prevent the effective performance of Optionee's duties or (c) termination For Cause under any employment agreement between the Company and Optionee (as for cause is defined therein). 4.2.4. "Retirement" shall mean, unless otherwise defined in a Superseding Agreement or in a Resolution, the termination of an Optionee's employment with the Company or its Affiliates after the Optionee has attained the age of 55 years and the Optionee has stated at the time of resignation, in writing, his or her intention to leave the Company's industry or to leave the general workforce. Notwithstanding the foregoing, the term "Retirement" shall not apply to any Optionee whose employment is terminated For Cause or to any Optionee who is solely a director or consultant. In the event that the Optionee accepts full-time or part-time employment during the one-year period following the Optionee's Employment Termination Date, the Optionee's termination will be deemed, for all purposes hereunder and for the purposes of Section 4.2.2 herein, to have been a voluntary resignation, and not a termination upon Retirement, such that the Termination Date shall be the date 90 days following the Employment Termination Date.View More
Termination of Option. 4.1. The Option shall terminate and expire upon the earliest to occur of: (i) the Option Expiration Date set forth in the Option Certificate; (ii) the Termination Date; and (iii) a Corporate Transaction unless otherwise specified (x) in a Superseding Agreement Optionee's employment agreement or Resolution (each as defined hereinafter), other applicable written agreement with the Company, or (y) by the Administrator. 4.2. For purposes of this Agreement: 4.2.1. "Employment Termination Date" shall ...mean the first day Optionee is not a director, an employee or consultant to of the Company and or any of its Affiliates. As long as Optionee is at least one of employee, director or consultant, the Employment Termination Date shall not be deemed to have occurred. For example, if Optionee is an employee and a director, the termination of employment as an employee while remaining a director shall not establish an Employment Termination Date (which would only be established if and when Optionee ceases to be a director). Optionee's employment shall not be deemed to terminate by reason of a transfer to or from the Company or an Affiliate or among such entities, or sick leave, military leave or other leave of absence approved by the Administrator, if the period of any such leave does not exceed 90 days or, if longer, if Optionee's right to reemployment by the Company or any Affiliate is guaranteed either contractually or by statute. 4.2.2. "Termination Date" shall be: (a) the date 90 days following the Employment Termination Date unless Optionee's employment is terminated For Cause or as a result of the death, disability, death or Retirement (as defined hereinafter) disability of Optionee; (b) upon the Employment Termination Date if Optionee's employment is terminated For Cause; or (c) the date one year following the Employment Termination Date as a result of the death, disability, death or Retirement disability of Optionee; or (d) in the case of an Optionee that received the Option as a director, the date which is the earlier of the Option Expiration Date and the date that is two years after the date of such termination. Optionee. 4.2.3. "For Cause" shall mean Optionee's loss of employment by the Company or any of its Affiliates due to Optionee's (a) willful breach or habitual neglect or continued incapacity to perform Optionee's required duties, (b) commission of acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude in connection with Optionee's services to the Company or its Affiliates or which in the determination of the Administrator would prevent the effective performance of Optionee's duties or (c) termination For Cause under any employment agreement between the Company and Optionee (as for cause is defined therein). 4.2.4. "Retirement" shall mean, unless otherwise defined in a Superseding Agreement or in a Resolution, the termination of an Optionee's employment with the Company or its Affiliates after the Optionee has attained the age of 55 years and the Optionee has stated at the time of resignation, in writing, his or her intention to leave the Company's industry or to leave the general workforce. Notwithstanding the foregoing, the term "Retirement" shall not apply to any Optionee whose employment is terminated For Cause or to any Optionee who is solely a director or consultant. In the event that the Optionee accepts full-time or part-time employment during the one-year period following the Optionee's Employment Termination Date, the Optionee's termination will be deemed, for all purposes hereunder and for the purposes of Section 4.2.2 herein, to have been a voluntary resignation, and not a termination upon Retirement, such that the Termination Date shall be the date 90 days following the Employment Termination Date.View More
Termination of Option. Except as otherwise provided herein, the Option shall terminate on the earliest to occur of the following: (a) The expiration of the Term of the Option. (b) The 91st day after termination of the Optionee's service relationship for any reason other than one specified in (c) or (d) below. (c) The 366th day after termination of the Optionee's service relationship as a result of the Optionee's death, or a disability or retirement that is approved by the Committee for this purpose. (d) Termination of... the Optionee's service relationship by the Company for reasons that would constitute Cause if the Optionee were an employee.View More
Termination of Option. Except as otherwise provided herein, the Option shall terminate on the earliest to occur of the following: (a) The expiration of the Term of the Option. (b) The 91st day Three months after termination of the Optionee's service relationship for any reason other than one specified in (c) or (d) below. (c) The 366th day after termination of the Optionee's service relationship as a result of the Optionee's death, death or a disability or retirement that is approved (within the meaning of Section 22(...e)(3) of the Code). (d) Termination of the Optionee's employment relationship by the Committee Company for this purpose. (d) Termination Cause, or of the Optionee's service relationship by the Company for reasons that would constitute Cause if the Optionee were an employee. View More
Termination of Option. (a) Normal Termination Date. Unless earlier terminated pursuant to Section 3(b) or Section 5, the Options shall terminate on the tenth (10th) anniversary of the Grant Date (the "Normal Termination Date"), if not exercised prior to such date. 1 (b) Termination of Employment. (i) Treatment of Unvested Options. Any unvested Options held by the Participant shall immediately be forfeited and canceled as of the date of termination of Participant's employment. (ii) Exercise Deadline Following Terminati...on. If the Participant's employment is terminated other than by the Company or a Subsidiary for Cause, or other than due to death or Disability, all vested Options shall remain outstanding and exercisable (except as provided in Section 5) until the first to occur of: (A) the 90th day following the Participant's termination, or, if later, the 90th day following expiration of any blackout period in effect that is applicable to the Participant with respect to such Options (for the avoidance of doubt, including any period during which the Form S-8 on file with respect to the Plan is not effective), and (B) the Normal Termination Date. (iii) Death or Disability. If the Participant's employment with the Company terminates due to death or Disability, all vested Options held by the Participant shall remain outstanding and exercisable (except as provided in Section 5) until the first to occur of: (A) the first (1st) anniversary of the Participant's termination of employment, or, if later, the first (1st) anniversary of the expiration of any blackout period in effect that is applicable to the Participant with respect to such Options (for the avoidance of doubt, including any period during which the Form S-8 on file with respect to the Plan is not effective), and (B) the Normal Termination Date. (iv) Termination for Cause. If the Participant's employment terminates for Cause, all Options, whether vested or unvested, shall be immediately forfeited and canceled, effective as of the date of the Participant's termination.View More
Termination of Option. (a) Normal Termination Date. Unless earlier terminated pursuant to Section 3(b) or Section 5, the Options shall terminate on the tenth (10th) seventh anniversary of the Grant Date (the "Normal Termination Date"), if not exercised prior to such date. 1 (b) Termination of Employment. (i) Treatment Death or Disability. If the Participant's employment terminates due to death or Disability, all unvested Options held by the Participant shall vest and all the Participant's Options shall remain outstand...ing until the first to occur of: (A) the first anniversary of Unvested Options. the Participant's termination of employment, or, if later, the first anniversary of the expiration of any blackout period in effect that is applicable to the Participant with respect to such Options (for the avoidance of doubt, including any period during which the Form S-8 on file with respect to the Plan is not effective), (B) the Normal Termination Date and (C) the cancellation or termination of the Options pursuant to Sections 5(a) and 5(b), after which any unexercised Options shall immediately terminate. (ii) Retirement. If the Participant's employment terminates due to the Participant's Retirement, then: (A) a portion of the unvested Options shall vest, with such portion vesting equal to the number of unvested Options that would have vested on the next following Vesting Date (assuming the Participant's employment had continued through such Vesting Date) multiplied by a fraction, the numerator of which is the number of full completed months elapsed since the Tranche Beginning Date (as defined below), and the denominator of which is 12; (B) the unvested Options (after giving effect to the prior clause (A)) held by the Participant on the date of his or her Retirement shall be immediately forfeited and canceled, effective as of the date of the Participant's Retirement; and (C) vested Options held by the Participant on the date of his or her Retirement shall remain outstanding and exercisable until the first to occur of: (X) the first anniversary of the Participant's Retirement, or, if later, the 2 first anniversary of the expiration of any blackout period in effect that is applicable to the Participant with respect to such Options (for the avoidance of doubt, including any period during which the Form S-8 on file with respect to the Plan is not effective), (Y) the Normal Termination Date and (Z) the cancellation or termination of the Options pursuant to Sections 5(a) and 5(b), after which any unexercised Options shall immediately terminate. The "Tranche Beginning Date" shall be (X) the Grant Date, if the termination of employment occurs prior to the first Vesting Date, or (Y) the most recent prior Vesting Date, if the termination of employment occurs after the first Vesting Date. (iii) Termination for Cause. If the Participant's employment terminates for Cause, all Options, whether vested or unvested, shall be immediately forfeited and canceled, effective as of the date of the Participant's termination. (iv) Termination for Any Other Reason. If the Participant's employment terminates for any reason other than death or Disability in accordance with Section 3(b)(i), Cause in accordance with Section 3(b)(iii) or Retirement in accordance with Section 3(b)(ii), any unvested Options held by the Participant shall immediately be forfeited and canceled as of the date of termination of Participant's employment. (ii) Exercise Deadline Following Termination. termination. If the Participant's employment is terminated other than by the Company or a Subsidiary other than for Cause, or other than due to death or Disability, all vested Options shall remain outstanding and exercisable (except as provided in Section 5) until the first to occur of: (A) the 90th day following the Participant's termination, or, if later, the 90th day following expiration of any blackout period in effect that is applicable to the Participant with respect to such Options (for the avoidance of doubt, including any period during which the Form S-8 on file with respect to the Plan is not effective), and (B) the Normal Termination Date. (iii) Death Date and (C) the cancellation or Disability. termination of the Options pursuant to Sections 5(a) and 5(b), after which any unexercised Options shall immediately terminate. If the Participant's employment with is terminated by the Company terminates due to death Participant other than by reason of death, Disability or Disability, Retirement, all vested Options held by the Participant shall remain outstanding and exercisable (except as provided in Section 5) until the first to occur of: of (A) the first (1st) anniversary 30th day following the effective date of the Participant's termination of employment, or, if later, the first (1st) anniversary of the 30th day following expiration of any blackout period in effect that is applicable to the Participant with respect to such Options (for the avoidance of doubt, including any period during which the Form S-8 on file with respect to the Plan is not effective), and (B) the Normal Termination Date. (iv) Termination for Cause. If Date and (C) the Participant's employment terminates for Cause, all Options, whether vested cancellation or unvested, termination of the Options pursuant to Sections 5(a) and 5(b), after which any unexercised Options shall immediately be immediately forfeited and canceled, effective as of the date of the Participant's termination. canceled. View More
Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of ten (10) years from the Date of Grant, as set forth in Section 1(b) hereof.
Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of ten (10) five (5) years from the Date of Grant, as set forth in Section section 1(b) hereof.
Termination of Option. (a) The Optionee may exercise the Option (but only to the extent the Option was exercisable at the time of termination of the Optionee's Business Relationship with the Corporation, its parent or any of its subsidiaries) at any time within three (3) months following the termination of the Optionee's Business Relationship with the Corporation, its parent or any of its subsidiaries, but not later than the scheduled expiration date. If the termination of the Optionee's employment is for cause or is ...otherwise attributable to a breach by the Optionee of an employment, non-competition, non-disclosure or other material agreement, the Option shall expire immediately upon such termination. If the Optionee is a natural person who dies while in a Business Relationship with the Corporation, its parent or any of its subsidiaries, this option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of his death, by his estate, personal representative or beneficiary to whom this option has been assigned pursuant to Section 9 of the Plan, at any time within the twelve (12) month period following the date of death. If the Optionee is a natural person whose Business Relationship with the Corporation, its parent or any of its subsidiaries is terminated by reason of his disability, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date the Business Relationship was terminated, at any time within the twelve (12) month period following the date of such termination, but not later than the scheduled expiration date. At the expiration of such three (3) or twelve (12) month period or the scheduled expiration date, whichever is the earlier, this Option shall terminate and the only rights hereunder shall be those as to which the Option was properly exercised before such termination. (b) Anything contained herein to the contrary notwithstanding, the Option shall not be affected by any change of duties or position of the Optionee (including a transfer to or from the Corporation, its parent or any of its subsidiaries) so long as the Optionee continues in a Business Relationship with the Corporation, its parent or any of its subsidiaries. 2 5. Procedure for Exercise. (a) The Option may be exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice in the form attached as Exhibit A hereto (the "Notice") from the Optionee to the Secretary of the Corporation, which Notice shall: (a) state that the Optionee elects to exercise the Option; (b) state the number of shares with respect to which the Option is being exercised (the "Optioned Shares"); (c) state the method of payment for the Optioned Shares pursuant to Section 5(b); (d) state the date upon which the Optionee desires to consummate the purchase of the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the delivery of such Notice); (e) include any representations of the Optionee required under Section 8(b); (f) if the Option shall be exercised in accordance with Section 9 of the Plan by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such person to exercise the Option; and (b) Payment of the Option Price for the Optioned Shares shall be made either (i) by delivery of cash or a check to the order of the Corporation in an amount equal to the Option Price, (ii) if approved by the Committee, by delivery to the Corporation of shares of Common Stock of the Corporation having a Fair Market Value on the date of exercise equal in amount to the Option Price of the options being exercised, (iii) by any other means which the Board of Directors determines are consistent with the purpose of the Plan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board), or (iv) by any combination of such methods of payment. (c) The Corporation shall issue a stock certificate in the name of the Optionee (or such other person exercising the Option in accordance with the provisions of Section 9 of the Plan) for the Optioned Shares as soon as practicable after receipt of the Notice and payment of the aggregate Option Price for such shares.View More
Termination of Option. (a) The Optionee may exercise the Option (but only to the extent the Option was exercisable at the time of termination of the Optionee's Business Relationship with the Corporation, its parent or any of its subsidiaries) at any time within three (3) months following the termination of the Optionee's Business Relationship with the Corporation, its parent or any of its subsidiaries, but not later than the scheduled expiration date. If the termination of the Optionee's employment is for cause or is ...otherwise attributable to a breach by the Optionee of an employment, non-competition, non-disclosure or other material agreement, the Option shall expire immediately upon such termination. If the Optionee is a natural person who dies while in a Business Relationship with the Corporation, its parent or any of its subsidiaries, this option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of his death, by his estate, personal representative or beneficiary to whom this option has been assigned pursuant to Section 9 of the Plan, at any time within the twelve (12) month period following the date of death. If the Optionee is a natural person whose Business Relationship with the Corporation, its parent or any of its subsidiaries is terminated by reason of his disability, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date the Business Relationship was terminated, at any time within the twelve (12) month period following the date of such termination, but not later than the scheduled expiration date. At the expiration of such three (3) or twelve (12) month period or the scheduled expiration date, whichever is the earlier, this Option shall terminate and the only rights hereunder shall be those as to which the Option was properly exercised before such termination. (b) Anything contained herein to the contrary notwithstanding, the Option shall not be affected by any change of duties or position of the Optionee (including a transfer to or from the Corporation, its parent or any of its subsidiaries) so long as the Optionee continues in a Business Relationship with the Corporation, its parent or any of its subsidiaries. 2 5. Procedure for Exercise. (a) The Option may be exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice in the form attached as Exhibit A hereto (the "Notice") from the Optionee to the Secretary of the Corporation, which Notice shall: (a) state that the Optionee elects to exercise the Option; (b) state the number of shares with respect to which the Option is being exercised (the "Optioned Shares"); (c) state the method of payment for the Optioned Shares pursuant to Section 5(b); (d) state the date upon which the Optionee desires to consummate the purchase of the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the delivery of such Notice); (e) include any representations of the Optionee required under Section 8(b); (f) if the Option shall be exercised in accordance with Section 9 of the Plan by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such person to exercise the Option; and (b) Payment of the Option Price for the Optioned Shares shall be made either (i) by delivery of cash or a check to the order of the Corporation in an amount equal to the Option Price, (ii) if approved by the Committee, by delivery to the Corporation of shares of Common Stock of the Corporation having a Fair Market Value on the date of exercise equal in amount to the Option Price of the options being exercised, (iii) by any other means which the Board of Directors determines are consistent with the purpose of the Plan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board), or (iv) by any combination of such methods of payment. (c) The Corporation shall issue a stock certificate in the name of the Optionee (or such other person exercising the Option in accordance with the provisions of Section 9 of the Plan) for the Optioned Shares as soon as practicable after receipt of the Notice and payment of the aggregate Option Price for such shares.View More
Termination of Option. (a) The Optionee may exercise the Option (but only to the extent the Option was exercisable at the time of termination of the Optionee's Business Relationship with the Corporation, its parent or any of its subsidiaries) at any time within three (3) months following the termination of the Optionee's Business Relationship with the Corporation, its parent or any of its subsidiaries, but not later than the scheduled expiration date. If the termination of the Optionee's employment is for cause or is ...otherwise attributable to a breach by the Optionee of an employment, non-competition, non-disclosure or other material agreement, the Option shall expire immediately upon such termination. If the Optionee is a natural person who dies while in a Business Relationship with the Corporation, its parent or any of its subsidiaries, this option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of his death, by his estate, personal representative or beneficiary to whom this option has been assigned pursuant to Section 9 of the Plan, at any time within the twelve (12) month period following the date of death. If the Optionee is a natural person whose Business Relationship with the Corporation, its parent or any of its subsidiaries is terminated by reason of his disability, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date the Business Relationship was terminated, at any time within the twelve (12) month period following the date of such termination, but not later than the scheduled expiration date. At the expiration of such three (3) or twelve (12) month period or the scheduled expiration date, whichever is the earlier, this Option shall terminate and the only rights hereunder shall be those as to which the Option was properly exercised before such termination. (b) Anything contained herein to the contrary notwithstanding, the Option shall not be affected by any change of duties or position of the Optionee (including a transfer to or from the Corporation, its parent or any of its subsidiaries) so long as the Optionee continues in a Business Relationship with the Corporation, its parent or any of its subsidiaries. 2 5. Procedure for Exercise. (a) The Option may be exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice in the form attached as Exhibit A hereto (the "Notice") from the Optionee to the Secretary of the Corporation, which Notice shall: (a) state that the Optionee elects to exercise the Option; (b) state the number of shares with respect to which the Option is being exercised (the "Optioned Shares"); (c) state the method of payment for the Optioned Shares pursuant to Section 5(b); (d) state the date upon which the Optionee desires to consummate the purchase of the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the delivery of such Notice); (e) include any representations of the Optionee required under Section 8(b); (f) if the Option shall be exercised in accordance with Section 9 of the Plan by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such person to exercise the Option; and (b) Payment of the Option Price for the Optioned Shares shall be made either (i) by delivery of cash or a check to the order of the Corporation in an amount equal to the Option Price, (ii) if approved by the Committee, by delivery to the Corporation of shares of Common Stock of the Corporation having a Fair Market Value on the date of exercise equal in amount to the Option Price of the options being exercised, (iii) by any other means which the Board of Directors determines are consistent with the purpose of the Plan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board), or (iv) by any combination of such methods of payment. (c) The Corporation shall issue a stock certificate in the name of the Optionee (or such other person exercising the Option in accordance with the provisions of Section 9 of the Plan) for the Optioned Shares as soon as practicable after receipt of the Notice and payment of the aggregate Option Price for such shares.View More
Termination of Option. (a) The Optionee may exercise the Option (but only to the extent the Option was exercisable at the time of termination of the Optionee's Business Relationship with the Corporation, its parent or any of its subsidiaries) at any time within three (3) months following the termination of the Optionee's Business Relationship with the Corporation, its parent or any of its subsidiaries, but not later than the scheduled expiration date. If the termination of the Optionee's employment is for cause or is ...otherwise attributable to a breach by the Optionee of an employment, non-competition, non-disclosure or other material agreement, the Option shall expire immediately upon such termination. If the Optionee is a natural person who dies while in a Business Relationship with the Corporation, its parent or any of its subsidiaries, this option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of his death, by his estate, personal representative or beneficiary to whom this option has been assigned pursuant to Section 9 of the Plan, at any time within the twelve (12) month period following the date of death. If the Optionee is a natural person whose Business Relationship with the Corporation, its parent or any of its subsidiaries is terminated by reason of his disability, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date the Business Relationship was terminated, at any time within the twelve (12) month period following the date of such termination, but not later than the scheduled expiration date. At the expiration of such three (3) or twelve (12) month period or the scheduled expiration date, whichever is the earlier, this Option shall terminate and the only rights hereunder shall be those as to which the Option was properly exercised before such termination. (b) Anything contained herein to the contrary notwithstanding, the Option shall not be affected by any change of duties or position of the Optionee (including a transfer to or from the Corporation, its parent or any of its subsidiaries) so long as the Optionee continues in a Business Relationship with the Corporation, its parent or any of its subsidiaries. 2 5. Procedure for Exercise. (a) The Option may be exercised, from time to time, in whole or in part (but for the purchase of whole shares only), by delivery of a written notice in the form attached as Exhibit A hereto (the "Notice") from the Optionee to the Secretary of the Corporation, which Notice shall: (a) state that the Optionee elects to exercise the Option; (b) state the number of shares with respect to which the Option is being exercised (the "Optioned Shares"); (c) state the method of payment for the Optioned Shares pursuant to Section 5(b); (d) state the date upon which the Optionee desires to consummate the purchase of the Optioned Shares (which date must be prior to the termination of such Option and no later than 30 days from the delivery of such Notice); (e) include any representations of the Optionee required under Section 8(b); (f) if the Option shall be exercised in accordance with Section 9 of the Plan by any person other than the Optionee, include evidence to the satisfaction of the Committee of the right of such person to exercise the Option; and (b) Payment of the Option Price for the Optioned Shares shall be made either (i) by delivery of cash or a check to the order of the Corporation in an amount equal to the Option Price, (ii) if approved by the Committee, by delivery to the Corporation of shares of Common Stock of the Corporation having a Fair Market Value on the date of exercise equal in amount to the Option Price of the options being exercised, (iii) by any other means which the Board of Directors determines are consistent with the purpose of the Plan and with applicable laws and regulations (including, without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by the Federal Reserve Board), or (iv) by any combination of such methods of payment. (c) The Corporation shall issue a stock certificate in the name of the Optionee (or such other person exercising the Option in accordance with the provisions of Section 9 of the Plan) for the Optioned Shares as soon as practicable after receipt of the Notice and payment of the aggregate Option Price for such shares.View More
