Termination of Option Clause Example with 16 Variations from Business Contracts
This page contains Termination of Option 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 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
Variations of a "Termination of Option" Clause from Business Contracts
Termination of Option. (a) General. Any unexercised portion of the Option shall automatically and without notice terminate and become null and voidat void on 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 satisfact...ory 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; or (v) the tenth (10th) fifth 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) 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. 7(c) hereof. The Committee Company shall give written notice of any proposed transaction referred to in this Section 6(b) 5(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). exercisable. The Optionee may condition his her 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. 5(b). 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 on 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 satisfact...ory 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; or (v) the tenth (10th) fifth 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) 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. 7(c) hereof. The Committee Company shall give written notice of any proposed transaction referred to in this Section 6(b) 5(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). exercisable. 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. 5(b). View More
Termination of Option. (a) General. Any unexercised vested 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: (i) following: (a) unless the Committee otherwise determines in writing in its sole discretion, three [●] months after the date on which the Optionee's Continuous Service terminates with the Company and its Related Entities is terminated for any reason other than by reason of (A) (i) termination ...of the Optionee's Continuous Service by the Company or a Related Entity for Cause, (B) (ii) a Disability of the Optionee as determined by a medical doctor satisfactory to the Committee, or (C) (iii) the death of the Optionee; (ii) Optionee's death; (b) immediately upon the termination of the Optionee's Continuous Service by with the Company or a and its Related Entity Entities for Cause; (iii) twelve (c) [●] months after the date on which the Optionee's Continuous Service with the Company and its Related Entities is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Committee; (iv) (A) twelve (d) [●] months after the date of termination of the Optionee's Continuous Service with the Company and its Related Entities by reason of the death of the Optionee, or, 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 paragraph (c) of this Section 6(a)(iii) hereof; 6); or (v) (e) the tenth (10th) [●] anniversary of the date as Date 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 Grant. 7. Transferability. Unless otherwise determined by the Committee, the Option granted hereby is not transferable [otherwise otherwise than by will or under the applicable laws of descent and distribution, and, and during the lifetime of the Optionee, 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 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 void 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) seventh (7th) 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 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) void at 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) 10(c)(ii) 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 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 void 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, Cause (as defined in the Employment Agreem...ent ), (B) a Disability of the Optionee as determined by a medical doctor satisfactory to the Committee, or (C) the death of the Optionee; Optionee, (D) Optionee's Retirement (as defined below) or (E) by the Optionee without Good Reason before October 2, 2020 (as defined in the Employment Agreement); 2 (ii) immediately upon the termination of the Optionee's Continuous Service (A) by the Company or a Related Entity for Cause; Cause or (B) by the Optionee without Good Reason before October 2, 2020; (iii) twelve months after the date on which the Optionee's Continuous Service is terminated by the Optionee on account of his or her Retirement (as defined below); (iv) 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) (v) 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) Optionee; (vi) the tenth (10th) anniversary of the date as of which the Option is granted. For purposes of this Agreement, "Retirement" shall mean the date on which the Optionee voluntarily terminates his or her Continuous Service with the Company and its Related Entities on or after both (A) attaining age sixty (60) and (B) completing at least five (5) years of Continuous Service with the Company and its Related Entities. (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 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. (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: (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 satisfact...ory 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; 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 (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 6 7. Transferability. Unless (i) transfers are expressly permitted in the language appearing beside the caption "Expanded Rights to Transfer Option" on Schedule I hereof or (ii) otherwise determined by the Company or Committee, the Option granted hereby is not transferable [otherwise otherwise than by will or under the applicable laws of descent and distribution, and, and during the lifetime of the Optionee, Optionee the Option shall be exercisable only by the Optionee, or the Optionee's 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 vested and 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: (i) unless the Committee otherwise determines in writing in its sole discretion, on the later of (i) the end of the minimum statutory notice of termination period required by the ESA (if applicable) if the Optionee is entitled to notice of termination of employment by the Company pursuant to the ESA, ...or (ii) three months after the date on which the Optionee's Continuous Service terminates 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 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; Cause, or on the expiry of the minimum notice of termination period required by the ESA (if applicable) if, despite the "Cause", the Optionee is entitled to notice of termination pursuant to the ESA; 2 (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 dies if such death shall occur occurs during the one year period specified in Section 6(a)(iii) hereof; or (v) the tenth (10th) seventh (7th) 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) 9(b) of the TransEnterix 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 or her 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
