Termination of Services Contract Clauses (750)

Grouped Into 51 Collections of Similar Clauses From Business Contracts

This page contains Termination of Services clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination of Services. Subject to Section 6, the provisions of this Section 5 shall apply in the event the Grantee incurs a Termination of Service at any time prior to an applicable Vesting Date set forth in Section 3: (a) If the Grantee incurs a Termination of Service because of his or her death or Disability, any RSUs that had not become Vested Shares prior to the date of the Termination of Service shall become Vested Shares, and, as of the relevant Settlement Date, the Grantee shall own a number of Shares equal to ...the whole number of Vested Shares underlying the RSUs free of all restrictions otherwise imposed by this Agreement except for Shares used to satisfy the tax withholding obligations set forth in Section 26 of this Agreement or otherwise required by any taxing authority. (b) If the Grantee incurs a Termination of Service for any reason other than his or her death or Disability, then any RSUs that had not become Vested Shares prior to the date of the Termination of Service shall be immediately forfeited to the Company. View More Arrow
Termination of Services. Subject to Section 6, the provisions of this Section 5 shall apply in the event the Grantee incurs a Termination of Service at any time prior to an applicable Vesting Date set forth in Section 3: (a) If the Grantee incurs a Termination of Service because of his or her death or Disability, any RSUs that had not become Vested Shares prior to the date of the Termination of Service shall become Vested Shares, and, as of the relevant Settlement Date, the Grantee shall own a number of Shares equal to ...the whole number of Vested Shares underlying the RSUs free of all restrictions otherwise imposed by this Agreement except for Shares used to satisfy the tax withholding obligations set forth in Section 26 of this Agreement or otherwise required by any taxing authority. (b) If the Grantee incurs a Termination of Service, due to an involuntary termination by the Company, other than for Cause, any RSUs that had not become Vested Shares prior to the date of the Termination of Service shall become Vested Shares, and, as of the relevant Settlement Date, the Grantee will be paid an amount in cash equal to the value of the number of Vested Shares underlying the RSUs with such value based on the preceding 30- day average closing Company stock price and any RSUs that had not become Vested Shares prior to the date of the Termination of Service shall be immediately forfeited to the Company. (c) If the Grantee incurs a Termination of Service for any reason other than his or her death or Disability, Disability or an involuntary termination described in 5. (b) above, then any RSUs that had not become Vested Shares prior to the date of the Termination of Service shall be immediately forfeited to the Company. View More Arrow
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Termination of Services. (a) Termination of Unexercisable Options. If your Service with the Company ceases for any reason, the Options that are then unexercisable, after giving effect to any exercise acceleration provisions set forth on the Stock Option Notice, will terminate immediately upon such cessation. (b) Exercise Period Following Termination of Service. If your Service with the Company ceases for any reason other than discharge for Cause, the Options that are then exercisable, after giving effect to any exercise... acceleration provisions set forth on the Stock Option Notice, will terminate upon the earliest of: (i) the expiration of 90 days following such cessation, if your Service ceases on account of (1) your termination by the Company other than a discharge for Cause, or (2) your voluntary termination other than for Total and Permanent Disability or death; (ii) the expiration of 12 months following such cessation, if your Service ceases on account of your Total and Permanent Disability or death; (iii) the expiration of 12 months following your death, if your death occurs during the periods described in clauses (i) or (ii) of this Section 3(b), as applicable; or (iv) the Expiration Date. In the event of your death, the exercisable Options may be exercised by your executor, personal representative, or the person(s) to whom the Options are transferred by will or the laws of descent and distribution. (c) Misconduct. The Options will terminate in their entirety, regardless of whether the Options are then exercisable, immediately upon your discharge from Service for Cause, or upon your commission of any of the following acts during the exercise period following your Termination of Service: (i) fraud on or misappropriation of any funds or property of the Company, or (ii) your breach of any provision of any employment, non-disclosure, non-competition, non-solicitation, assignment of inventions, or other similar agreement executed by you for the benefit of the Company, as determined by the Administrator, which determination will be conclusive. (d) Changes in Status. If you cease to be a "common law employee" of the Company but you continue to provide bona fide services to the Company following such cessation in a different capacity, including without limitation as a director, consultant or independent contractor, then a Termination of Service shall not be deemed to have occurred for purposes of this Section 3 upon such change in capacity. Notwithstanding the foregoing, the Options shall not be treated as incentive stock options within the meaning of Code section 422 with respect to any exercise that occurs more than three months after such cessation of the common law employee relationship (except as otherwise permitted under Code section 421 or 422). In the event that your Service is with a business, trade or entity that, after the Grant Date, ceases for any reason to be part or an Affiliate of the Company, your Service will be deemed to have terminated for purposes of this Section 3 upon such cessation if your Service does not continue uninterrupted immediately thereafter with the Company or an Affiliate of the Company. View More Arrow
Termination of Services. (a) Termination of Unexercisable Options. If your Service with the Company ceases for any reason, the Options that are then unexercisable, after giving effect to any exercise acceleration provisions set forth on the Stock Option Notice, will terminate immediately upon such cessation. (b) Exercise Period Following Termination of Service. If your Service with the Company ceases for any reason other than discharge for Cause, the Options that are then exercisable, after giving effect to any exercise... acceleration provisions set forth on the Stock Option Notice, will terminate upon the earliest of: (i) the expiration of 90 days following such cessation, if your Service ceases on account of (1) your termination by the Company other than a discharge for Cause, or (2) your voluntary termination other than for Total and Permanent Disability or death; (ii) the expiration of 12 months following such cessation, if your Service ceases on account of your Total and Permanent Disability or death; (iii) the expiration of 12 months following your death, if your death occurs during the periods described in clauses (i) or (ii) of this Section 3(b), as applicable; or (iv) the Expiration Date. In the event of your death, the exercisable Options may be exercised by your executor, personal representative, or the person(s) to whom the Options are transferred by will or the laws of descent and distribution. In the event you experienced a Total and Permanent Disability prior to the end of the next vesting period, you shall receive a pro rata portion of the additional vesting based upon the number of days of such vest period prior to the date of your Total and Permanent Disability. (c) Misconduct. The Options will terminate in their entirety, regardless of whether the Options are then exercisable, immediately upon your discharge from Service for Cause, or upon your commission of any of the following acts during the exercise period following your Termination termination of Service: (i) fraud on or misappropriation of any funds or property of the Company, or (ii) your breach of any provision of any employment, non-disclosure, non-competition, non-solicitation, assignment of inventions, or other similar agreement executed by you for the benefit of the Company, as determined by the Administrator, which determination will be conclusive. (d) Changes Change in Status. If you cease to be a "common law employee" of the Company but you continue to provide bona fide services to the Company following such cessation in a different capacity, including without limitation as a director, consultant or independent contractor, then a Termination of Service shall not be deemed to have occurred for purposes of this Section 3 upon such change in capacity. Notwithstanding the foregoing, the Options shall not be treated as incentive stock options within the meaning of Code section 422 with respect to any exercise that occurs more than three months after such cessation of the common law employee relationship (except as otherwise permitted under Code section 421 or 422). In the event that your Service is with a business, trade or entity that, after the Grant Date, ceases for any reason to be part or an Affiliate of the Company, your Service will be deemed to have terminated for purposes of this Section 3 upon such cessation if your Service does not continue uninterrupted immediately thereafter with the Company or an Affiliate of the Company. View More Arrow
Termination of Services. (a) Termination of Unexercisable Options. If your Service with the Company ceases for any reason, the Options that are then unexercisable, after giving effect to any exercise acceleration provisions set forth on the Stock Option Notice, unexercisable will terminate immediately upon such cessation. (b) Exercise Period Following Termination of Service. If your Service with the Company ceases for any reason other than discharge for Cause, the Options that are then exercisable, after giving effect t...o any exercise acceleration provisions set forth on the Stock Option Notice, exercisable will terminate upon the earliest of: (i) the expiration of 90 days following such cessation, if your Service ceases on account of (1) your termination by the Company other than a discharge for Cause, or (2) your voluntary termination other than for Total and Permanent Disability or death; (ii) the expiration of 12 months following such cessation, if your Service ceases on account of your Total and Permanent Disability or death; (iii) the expiration of 12 months following your death, if your death occurs during the periods described in clauses (i) or (ii) of this Section 3(b), as applicable; or (iv) the Expiration Date. In the event of your death, the exercisable Options may be exercised by your executor, personal representative, or the person(s) to whom the Options are transferred by will or the laws of descent and distribution. (c) Misconduct. The Options will terminate in their entirety, regardless of whether the Options are then exercisable, immediately upon your discharge from Service for Cause, or upon your commission of any of the following acts during the exercise period following your Termination termination of Service: (i) fraud on or misappropriation of any funds or property of the Company, or (ii) your breach of any provision of any employment, non-disclosure, non-competition, non-solicitation, assignment of inventions, or other similar agreement executed by you for the benefit of the Company, as determined by the Administrator, which determination will be conclusive. (d) Changes Change in Status. If you cease to be a "common law employee" of the Company but you continue to provide bona fide services to the Company following such cessation in a different capacity, including without limitation as a director, consultant or independent contractor, then a Termination of Service shall not be deemed to have occurred for purposes of this Section 3 upon such change in capacity. Notwithstanding the foregoing, the Options shall not be treated as incentive stock options within the meaning of Code section 422 with respect to any exercise that occurs more than three months after such cessation of the common law employee relationship (except as otherwise permitted under Code section 421 or 422). In the event that your Service is with a business, trade or entity that, after the Grant Date, ceases for any reason to be part or an Affiliate a Subsidiary of the Company, your Service will be deemed to have terminated for purposes of this Section 3 upon such cessation if your Service does not continue uninterrupted immediately thereafter with the Company or an Affiliate a Subsidiary of the Company. View More Arrow
Termination of Services. (a) Termination of Unexercisable Options. If your Service with the Company ceases for any reason, the Options that are then unexercisable, after subject to giving effect to any exercise acceleration the provisions set forth on the Stock Option Notice, will terminate immediately upon such cessation. (b) Exercise Period Following Termination of Service. If your Service with the Company ceases for any reason other than discharge for Cause, the Options that are then exercisable, after subject to giv...ing effect to any exercise acceleration the provisions set forth on the Stock Option Notice, will terminate upon the earliest of: (i) the expiration of 90 days following such cessation, if your Service ceases on account of (1) your termination by the Company other than a discharge for Cause, or (2) your voluntary termination other than for Total and Permanent Disability or death; (ii) the expiration of 12 months 180 days following your Involuntary Termination, provided, however, that such period shall be extended to 365 days - 2 - if a Change in Control occurs the day before or within 180 days following your Involuntary Termination with such exercise period subject to earlier termination upon the termination of the Options as permitted under Section 11 of the Plan; (iii) the expiration of 365 days following such cessation, if your Service ceases on account of your Total and Permanent Disability or death; (iii) the expiration of 12 months following your death, if your death occurs during the periods described in clauses (i) or (ii) of this Section 3(b), as applicable; or (iv) the Expiration Date. In the event of your death, the exercisable Options may be exercised by your executor, personal representative, or the person(s) to whom the Options are transferred by will or the laws of descent and distribution. (c) Misconduct. The Options will terminate in their entirety, regardless of whether the Options are then exercisable, immediately upon your discharge from Service for Cause, or upon your commission of any of the following acts during the exercise period following your Termination termination of Service: (i) fraud on or misappropriation of any funds or property of the Company, or (ii) your breach of any provision of any employment, non-disclosure, non-competition, non-solicitation, assignment of inventions, or other similar agreement executed by you for the benefit of the Company, as determined by the Administrator, which determination will be conclusive. (d) Changes Change in Status. If you cease to be a "common law employee" of the Company but you continue to provide bona fide services to the Company following such cessation in a different capacity, including without limitation as a director, consultant or independent contractor, then a Termination of Service shall not be deemed to have occurred for purposes of this Section 3 upon such change in capacity. Notwithstanding the foregoing, the Options shall not be treated as incentive stock options within the meaning of Code section 422 with respect to any exercise that occurs more than three months after such cessation of the common law employee relationship (except as otherwise permitted under Code section 421 or 422). In the event that your Service is with a business, trade or entity that, after the Grant Date, ceases for any reason to be part or an Affiliate of the Company, your Service will be deemed to have terminated for purposes of this Section 3 upon such cessation if your Service does not continue uninterrupted immediately thereafter with the Company or an Affiliate of the Company. View More Arrow
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Termination of Services. If the Grantee's service with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such u...nvested Restricted Stock Units. 44 4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. View More Arrow
Termination of Services. If the Grantee's service Service Relationship with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights o...r interests in such unvested Restricted Stock Units. 44 Cerevel Therapeutics Holdings, Inc. Restricted Stock Unit Agreement (Employees) 4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. View More Arrow
Termination of Services. If the Grantee's service with the Company and its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such u...nvested Restricted Stock Units. 44 4. Issuance ACTIVE/72153943.2 4.Issuance of Shares of Stock. As soon as practicable following each Vesting Date vesting date specified in Paragraph 2 (each such date, a "Vesting Date") (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. View More Arrow
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Termination of Services. If the Optionee's Service is terminated (a "Termination"), then unless otherwise provided in this Option Agreement or the Plan, this Option may be exercised as to all shares with respect to which Optionee could exercise this Option on the date of Termination, and which shares have not been previously purchased, until the earlier of the Expiration Date, or: (i)in the case of a Termination by reason of death or Permanent Disability, one year after such Termination; and(ii)in all other cases, one (...1) year after the Termination; or such other date as determined by the Company, and there shall be no further vesting of the Option after such Termination. Notwithstanding the foregoing, in the case of a Termination for cause, the ability to exercise this Option may be terminated on such earlier date as the Company may specify, and such date may be set so as to prevent the Optionee from further exercising any portion of this Option. View More Arrow
Termination of Services. If the Optionee's Service is terminated (a "Termination"), then unless otherwise provided in this Option Agreement or the Plan, this Option may be exercised as to all shares with respect to which Optionee could exercise this Option on the date of Termination, and which shares have not been previously purchased, until the earlier of the Expiration Date, or: (i)in (i) in the case of a Termination by reason of death or Permanent Disability, one year after such Termination; and(ii)in and(iii) in all... other cases, one (1) year ninety (90) days after the Termination; or such other date as determined by the Company, and there shall be no further vesting of the Option after such Termination. Notwithstanding any provision of this Option Agreement to the contrary, in no event may this Option be exercised after the Expiration Date set forth in the Award Notice. (Hologic, Inc. OUS NQSO Agreement - Page 2) Notwithstanding the foregoing, in the case of a Termination for cause, the ability to exercise this Option may be terminated on such earlier date as the Company may specify, and such date may be set so as to prevent the Optionee from further exercising any portion of this Option. View More Arrow
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Termination of Services. (a) Termination of Service Other than for Cause, Death, Disability, Qualified Retirement or Voluntary Termination. If, prior to vesting, the Award Recipient's Service is terminated or the Award Recipient retires in accordance with the Company's retirement policies, the Restricted Stock shall be considered vested as of the date of such termination of Service with respect to the aggregate number of Common Shares as to which the Restricted Stock would have been vested as of December 31 of the year ...in which such termination of Service occurs. The unvested portion of the Restricted Stock shall be forfeited by the Award Recipient and cancelled by the Company as of the date of the Award Recipient's termination of Service, and the Award Recipient shall have no further right or interest therein. In no event shall this Section 5(a) apply if the termination of Service is (i) for Cause, (ii) by reason of death, Disability or Qualified Retirement or (iii) as a result of a Voluntary Termination. (b) Termination of Service for Cause; Voluntary Termination. If, prior to vesting, (i) the Award Recipient's Service is terminated by the Company or any of its Subsidiaries for Cause, or (ii) the Award Recipient terminates Service under circumstances constituting a Voluntary Termination, the unvested portion of the Restricted Stock shall be forfeited by the Award Recipient and cancelled by the Company as of the date of the Award Recipient's termination of Service, and the Award Recipient shall have no further right or interest therein unless the Committee in its sole discretion shall determine otherwise. (c) Termination of Service for Death, Disability or Qualified Retirement. If the Award Recipient's Service terminates by reason of death, Disability or Qualified Retirement, the Restricted Stock shall automatically vest in full as of the date of the Award Recipient's termination of Service. (d) Effect of Employment Agreements Generally. The Company and the Award Recipient agree that notwithstanding anything to the contrary in any Employment Agreement, the terms of an Employment Agreement expressly defining whether and in what manner (including upon termination of employment) the unvested portion of the Restricted Stock shall vest shall not control over the terms of this Agreement, and shall be disregarded in their entirety with respect to the terms of this Award. 6 Change in Control. Upon the occurrence of a Change in Control, the Restricted Stock shall automatically vest in full. View More Arrow
Termination of Services. (a) Termination of Service Other other than for Cause, Death, Disability, Disability or Qualified Retirement or Voluntary Termination. Retirement. If, prior to vesting, the Award Recipient's Service is terminated or the Award Recipient retires in accordance with the Company's retirement policies, the Restricted Stock shall be considered vested other than as of the date of such termination of Service with respect to the aggregate number of Common Shares as to which the Restricted Stock would have... been vested as of December 31 of the year in which such termination of Service occurs. The unvested portion of the Restricted Stock shall be forfeited by the Award Recipient and cancelled by the Company as of the date of the Award Recipient's termination of Service, and the Award Recipient shall have no further right or interest therein. In no event shall this Section 5(a) apply if the termination of Service is (i) for Cause, (ii) by reason a result of death, Disability or Qualified Retirement or (iii) as a result of a Voluntary Termination. (b) Termination of Service for Cause; Voluntary Termination. If, prior to vesting, (i) the Award Recipient's Service is terminated by the Company or any of its Subsidiaries for Cause, or (ii) the Award Recipient terminates Service under circumstances constituting a Voluntary Termination, the unvested portion Retirement, all of the Restricted Stock shall be forfeited by the Award Recipient and cancelled by the Company as of the date of the Award Recipient's termination of Service, and the Award Recipient shall have no further right or interest therein unless the Committee in its sole discretion shall determine otherwise. (c) (b) Termination of Service for Death, Disability or Qualified Retirement. If the Award Recipient's Service terminates by reason of death, Disability or Qualified Retirement, the Restricted Stock shall automatically vest in full as of the date of the Award Recipient's termination of Service. (d) Effect of Employment Agreements Generally. The Company and the Award Recipient agree that notwithstanding anything to the contrary in any Employment Agreement, the terms of an Employment Agreement expressly defining whether and in what manner (including upon termination of employment) the unvested portion of the Restricted Stock shall vest shall not control over the terms of this Agreement, and shall be disregarded in their entirety with respect to the terms of this Award. 6 Change in Control. Upon the occurrence of a Change in Control, the Restricted Stock shall automatically vest in full. View More Arrow
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Termination of Services. (a) Termination of Service Other than for Cause, Death, Disability or Voluntary Termination. If, prior to vesting, the Optionee's Service is terminated or the Optionee retires in accordance with the Company's retirement policies, the Option shall be considered vested and be immediately exercisable as of the date of such termination of Service with respect to the aggregate number of Common Shares as to which the Option would have been vested as of December 31 of the year in which such termination... of Service occurs. The Optionee shall have the right, subject to the other terms and conditions set forth in this Agreement and the Plan, to exercise the Option, to the extent it has vested as of the date of such termination of Service, at any time within 180 days after the date of such termination of Service, subject to the earlier expiration of the Option as provided in Section 5 hereof. To the extent the vested portion of the Option is not exercised within such 180 day period, the Option shall be cancelled and revert back to the Company and the Optionee shall have no further right or interest therein. The unvested portion of any Option shall be cancelled and revert back to the Company as of the date of the Optionee's termination of Service and the Optionee shall have no further right or interest therein. In no event shall this Section 6(a) apply if the termination of Service is (i) for Cause, (ii) by reason of death or Disability or (iii) as a result of a Voluntary Termination. (b) Termination of Service for Cause; Voluntary Termination. If, prior to vesting, (i) the Optionee's Service is terminated by the Company or any of its Subsidiaries for Cause, or (ii) Optionee terminates Service under circumstances constituting a Voluntary Termination, the unvested portion of the Option shall be cancelled and revert back to the Company as of the date of such termination of Service, and the Optionee shall have no further right or interest therein unless the Committee in its sole discretion shall determine otherwise. The Optionee shall have the right, subject to the other terms and conditions set forth in this Agreement and the Plan, to exercise the Option, to the extent it has vested as of the date of termination of Service, at any time within three months after the date of such termination, subject to the earlier expiration of the Option as provided in Section 5 hereof. (c) Termination of Service for Death or Disability. If the Optionee's Service terminates by reason of death or Disability, the Option shall automatically vest and become immediately exercisable in full as of the date of such termination of Service. The Option shall remain exercisable by the Optionee (or any person entitlded to do so) at any time within 12 months after the date of such termination of Service, subject to the earlier expiration of the Option as provided in Section 5 hereof. To the extent the Option is not exercised within such 12 month period, the Option shall be cancelled and revert back to the Company and the Optionee or any permitted transferee pursuant to Section 11, as applicable, shall have no further right or interest therein. (d) Effect of Employment Agreements Generally. The Company and Optionee agree that notwithstanding anything to the contrary in any Employment Agreement, the terms of an Employment Agreement expressly defining whether and in what manner (including upon termination of employment) the unvested portion of an Option shall vest, be exerciseable or be cancelled shall not control over the terms of this Agreement, and shall be disregarded in their entirety with respect to the terms of this Award. View More Arrow
Termination of Services. (a) Termination of Service Other other than for Cause, Death, Disability Death or Voluntary Termination. Disability. If, prior to vesting, the Optionee's Service is terminated or the Optionee retires in accordance with the Company's retirement policies, the Option shall be considered vested and be immediately exercisable as of the date of such termination of Service with respect to the aggregate number of Common Shares as to which the Option would have been vested as of December 31 of the year i...n which such termination of Service occurs. The Optionee shall have the right, subject to the other terms and conditions set forth in this Agreement and the Plan, to exercise the Option, to the extent it has vested as of the date of such termination of Service, at any time within 180 days after the date of such termination of Service, subject to the earlier expiration of the Option as provided in Section 5 hereof. To the extent the vested portion of the Option is not exercised within such 180 day period, the Option shall be cancelled and revert back to the Company and the Optionee shall have no further right or interest therein. The unvested portion of any Option shall be cancelled and revert back to the Company as of the date of the Optionee's termination of Service and the Optionee shall have no further right or interest therein. In no event shall this Section 6(a) apply if the termination of Service is (i) for Cause, (ii) by reason of death or Disability or (iii) than as a result of a Voluntary Termination. (b) Termination of Service for Cause; Voluntary Termination. If, prior to vesting, (i) the Optionee's Service is terminated by the Company death or any of its Subsidiaries for Cause, or (ii) Optionee terminates Service under circumstances constituting a Voluntary Termination, Disability, the unvested portion of the Option shall be cancelled and revert back to the Company as of the date of such termination of Service, and the Optionee shall have no further right or interest therein unless the Committee in its sole discretion shall determine otherwise. The Optionee shall have the right, subject to the other terms and conditions set forth in this Agreement and the Plan, to exercise the Option, to the extent it has vested as of the date of termination of Service, Service for Cause, at any time within three months after the date of such termination, subject to the earlier expiration of the Option as provided in Section 5 hereof. (c) (b) Termination of Service for Death or Disability. If the Optionee's Service terminates by reason of death or Disability, the Option shall automatically vest and become immediately exercisable in full as of the date of such termination of Service. The Option shall remain exercisable by the Optionee (or any person entitlded entitled to do so) at any time within 12 18 months after the date of such termination of Service, subject to the earlier expiration of the Option as provided in Section 5 hereof. To the extent the Option is not exercised within such 12 month 18-month period, the Option shall be cancelled and revert back to the Company and the Optionee or any permitted transferee pursuant to Section 11, 10, as applicable, shall have no further right or interest therein. (d) Effect of Employment Agreements Generally. The Company and Optionee agree that notwithstanding anything to the contrary in any Employment Agreement, the terms of an Employment Agreement expressly defining whether and in what manner (including upon termination of employment) the unvested portion of an Option shall vest, be exerciseable or be cancelled shall not control over the terms of this Agreement, and shall be disregarded in their entirety with respect to the terms of this Award. View More Arrow
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Termination of Services. If the Participant incurs a Termination of Service prior to the expiration of the Option Period, the Option shall terminate except as provided below: (a) The Option shall terminate sixty (60) days from the Participant's Termination of Service for any reason other than Cause, death, Disability or Involuntary Termination Without Cause. (b) The Option shall terminate ninety (90) days from the Participant's Involuntary Termination Without Cause. (c) The Option shall terminate one (1) year from the P...articipant's Termination of Service due to the Participant's Disability. (d) The Option shall terminate one (1) year from the Participant's death if it caused the Participant's Termination of Service or occurred during the exercise period following Termination of Service described in subsection (a), (b) or (c) above. (e) The Option shall terminate immediately upon the Participant's Termination of Service for Cause. In the event the Option remains exercisable for a period of time following Termination of Service as described above, the Option may be exercised during such period of time only to the 4 same extent the Option was vested and exercisable on the date of the Participant's Termination of Service. Notwithstanding any extended exercise period following a Termination of Service, the Option will terminate earlier upon the expiration of the Option Period. View More Arrow
Termination of Services. If the Participant incurs a Termination of Service prior to the expiration of the Option Period, the Option shall terminate except as provided below: (a) The Option shall terminate sixty (60) days from the Participant's Termination of Service for any reason other than Cause, death, Disability or Involuntary Termination Without Cause. (b) The Option shall terminate ninety (90) days from the Participant's Involuntary Termination Without Cause. 4 (c) The Option shall terminate one (1) year from the... Participant's Termination of Service due to the Participant's Disability. (d) The Option shall terminate one (1) year from the Participant's death if it caused the Participant's Termination of Service or occurred during the exercise period following Termination of Service described in subsection (a), (b) or (c) above. (e) The Option shall terminate immediately upon the Participant's Termination of Service for Cause. In the event the Option remains exercisable for a period of time following Termination of Service as described above, the Option may be exercised during such period of time only to the 4 same extent the Option was vested and exercisable on the date of the Participant's Termination of Service. Notwithstanding any extended exercise period following a Termination of Service, the Option will terminate earlier upon the expiration of the Option Period. The Participant understands and acknowledges that, to obtain the federal income tax advantages associated with an "incentive stock option," the Code requires that at all times beginning on the grant date of the Option and ending on the day three months before the date of the Option's exercise, the Participant must be an employee of the Company or a parent or subsidiary corporation of the Company, except in the event of the Participant's death or Disability. The Company has provided for extended exercisability of the Option under certain circumstances, but the Option will not necessarily be treated as an "incentive stock option" if, after employment terminates, the Participant continues to provide services to the Company or a Subsidiary as a consultant or as an employee of a non-corporate subsidiary or under certain other circumstances that may affect the status of the Option as an "incentive stock option" (for example, the exercise of the Option more than three months after the Participant's employment terminates). View More Arrow
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Termination of Services. After termination of Service, Participant's right to exercise the Option will be subject to the following rules. (a) Disability or Death. If Participant terminates Service through Disability or death, Participant (or in the case of his or her death, Participant's estate) may exercise the Option within the six month period following the termination. (b) Voluntary Termination. If Participant voluntarily terminates Service for any reason other than Disability or death, Participant (i) may, within t...he thirty day period following the effective date of termination, exercise the Option to the extent that it was vested and exercisable on such date and (ii) will forfeit the Option to the extent that it was not vested and exercisable on such date. -2- (c) Involuntary Termination. If the Company terminates Participant's Service other than for Disability, death or Cause, Participant (or, in the case of his or her subsequent death, Participant's estate): (i) may, within the thirty day period following the effective date of termination, exercise the Option to the extent that it was vested and exercisable on such date and (ii) will forfeit the Option to the extent that it was not vested and exercisable on such date. In no event may the Option be exercised after the Expiration Date. View More Arrow
Termination of Services. After termination of Service, the Participant's right to exercise the Option will be subject to the following rules. rules: (a) Disability or Death. If Unvested Option Forfeited. The Participant terminates Service through Disability or death, Participant (or in the case of his or her death, Participant's estate) may exercise the Option within the six month period following the termination. (b) Voluntary Termination. If Participant voluntarily terminates Service for any reason other than Disabili...ty or death, Participant (i) may, within the thirty day period following the effective date of termination, exercise the Option to the extent that it was vested and exercisable on such date and (ii) will forfeit the Option to the extent that it was not vested and exercisable on the date his or her Service terminated, regardless of the reason for such date. -2- (c) Involuntary Termination. termination. (b) Disability or Death. If the Company terminates Participant's Service other than for Disability, death terminates as a result of Disability or Cause, death, the Participant (or, (or in the case of his or her subsequent death, the Participant's estate): (i) may, within the thirty day period following the effective date of termination, estate) may exercise the Option to the extent that it was vested and exercisable on the date of such date and (ii) will forfeit termination of Service within the six-month period following such termination of Service. (d) Other Termination of Service. If the Participant's Service terminates for any reason other than Cause, Disability or death, the Participant may exercise the Option to the extent that it was not vested and exercisable on the date of such date. termination of Service within the sixty-day period following such termination of Service. (e) In no event may the Option be exercised after the Expiration Date. View More Arrow
Termination of Services. After termination of Service, Participant's right to exercise the Option will be subject to the following rules. (a) Disability or Death. If the Participant terminates Service through Disability or death, (i) the Participant (or in the case of his or her death, the Participant's estate) may exercise the vested portion of the Option within the six month six-month period following the termination, and (ii) the Participant will forfeit the Option to the extent that it was not vested and exercisable... on the date of the termination. (b) Voluntary Termination. If the Participant voluntarily terminates Service for any reason other than Disability or death, and provided that such Participant has not engaged in behavior that would result in a termination by the Company for Cause, the Participant (or, in the case of his or her subsequent death, the Participant's estate), (i) may, within the thirty ninety day period following the effective date of termination, exercise the Option to the extent that it was vested and exercisable on such the date of the termination and (ii) will forfeit 2 the Option to the extent that it was not vested and exercisable on the date of the termination. Termination shall be for Cause if the Participant: (i) willfully breaches significant and material duties he or she is required to perform; (ii) commits a material act of fraud, dishonesty, misrepresentation or other act of moral turpitude; (iii) is convicted of a felony or another crime which is materially injurious to the reputation of the Company; (iv) exhibits gross negligence in the course of his or her employment; (v) is ordered removed by a regulatory or other governmental agency pursuant to applicable law; or (vi) makes unauthorized disclosure of the Company's confidential or proprietary information. (c) Involuntary Termination. If the Company terminates the Participant's Service other than for Disability, death, or Cause (as defined above), the Participant (or, in the case of his or her subsequent death, the Participant's estate): (i) may, within the ninety day period following the termination, exercise the Option to the extent that it was vested and exercisable on the date of the termination and (ii) will forfeit the Option to the extent that it was not vested and exercisable on such date. -2- (c) Involuntary Termination. If the Company terminates Participant's Service other than for Disability, death or Cause, Participant (or, in the case of his or her subsequent death, Participant's estate): (i) may, within the thirty day period following the effective date of termination, exercise the Option to the extent that it was vested and exercisable on such date and (ii) will forfeit the Option to the extent that it was not vested and exercisable on such date. termination. In no event may the Option be exercised after the Expiration Date. View More Arrow
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Termination of Services. If Optionee's service as a Director to the Company terminates for any reason, no further installments shall vest pursuant to Section 5.
Termination of Services. If Optionee's service as a Director consultant to the Company terminates for any reason, no further installments shall vest pursuant to Section 5.
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Termination of Services. (a) Termination of Service for Cause. Upon a termination of the Participant's Service by the Company for Cause, the Option, including the Vested Portion, shall immediately terminate and be forfeited without consideration. (b) Termination of Service Without Cause. Upon a termination of the Participant's Service by the Company without Cause (except as set forth in Section 5 and Section 6(e)), any unvested portion of the Option shall continue to vest during the period beginning on the date of such ...termination of Service and ending on the earlier of (i) one year following such termination of Service and (ii) the expiration of the Option Term, and any portion so vested shall remain exercisable until the earlier of (i) ninety days following the end of such one year period and (ii) the expiration of the Option Term. Any Vested Portion as of the date of a termination of Service contemplated by this Section 6(b) shall remain exercisable until the earlier of (i) ninety days following such termination of Service and (ii) the expiration of the Option Term. (c) Termination of Service for Normal Retirement. Upon a termination of the Participant's Service by reason of Normal Retirement, any unvested portion of the Option shall continue to vest during the period beginning on the date of such termination of Service and ending on the earlier of (i) two years following such termination of Service and (ii) the expiration of the Option Term, and any portion so vested shall remain exercisable until the earlier of (i) ninety days following the end of such two year period and (ii) the expiration of the Option Term. Any Vested Portion as of the date of a termination of Service contemplated by this Section 6(c) shall remain exercisable until the earlier of (i) one year following such termination of Service and (ii) the expiration of the Option Term. "Normal Retirement" shall mean a voluntary termination of employment or service as a Director by a Participant who has attained at least sixty-five (65) years of age and has at least twenty (20) years of service to the Company or any of its Affiliates. (d) Termination of Service for death or Disability. Upon a termination of the Participant's Service by reason of death or Disability, any unvested portion of the Option shall vest as of the termination of Service and the Option shall remain exercisable until the earlier of (i) one year following such termination of Service and (ii) the expiration of the Option Term. 2 (e) Other Terminations of Service. Upon a termination of the Participant's Service for any reason, other than as contemplated by Sections 6(a), 6(b), 6(c), and 6(d) above, any unvested portion of the Option shall immediately terminate and be forfeited without consideration. Any Vested Portion as of the date of a termination of Service contemplated by this Section 6(e) shall remain exercisable until the earlier of (i) ninety days following such termination of Service and (ii) the expiration of the Option Term. View More Arrow
Termination of Services. (a) Termination of Service for Cause. Upon a termination of the Participant's Service service by the Company for Cause, the Option, including the Vested Portion, shall immediately terminate and be forfeited without consideration. (b) Termination of Service Without Cause. Upon a termination of the Participant's Service service by the Company without Cause (except as set forth in Section 5 and Section 6(e)), any unvested portion of the Option shall continue to vest during the period beginning on t...he date of such termination of Service service and ending on the earlier of (i) one year following such termination of Service service and (ii) the expiration of the Option Term, and any portion so vested shall remain exercisable until the earlier of (i) ninety days following the end of such one year period and (ii) the expiration of the Option Term. Any Vested Portion as of the date of a termination of Service service contemplated by this Section 6(b) shall remain exercisable until the earlier of (i) ninety days following such termination of Service service and (ii) the expiration of the Option Term. (c) Termination of Service for Normal Retirement. Upon a termination of the Participant's Service service by reason of Normal Retirement, any unvested portion of the Option shall continue to vest during the period beginning on the date of such termination of Service service and ending on the earlier of (i) two years following such termination of Service service and (ii) the expiration of the Option Term, and any portion so vested shall remain exercisable until the earlier of (i) ninety days following the end of such two year period and (ii) the expiration of the Option Term. Any Vested Portion as of the date of a termination of Service service contemplated by this Section 6(c) shall remain exercisable until the earlier of (i) one year following such termination of Service service and (ii) the expiration of the Option Term. "Normal Retirement" shall mean a voluntary termination of employment or service as a Director by a Participant who has attained at least sixty-five (65) years of age and has at least twenty (20) years of service to the Company or any of its Affiliates. (d) Termination of Service for death or Disability. Upon a termination of the Participant's Service service by reason of death or Disability, any unvested portion of the Option shall vest as soon as is reasonably practicable, but in no event later than 60 days, after the date of the termination of Service death or Disability, and the Option shall remain exercisable until the earlier of (i) one year following such termination of Service service and (ii) the expiration of the Option Term. 2 (e) Termination of Service following a Change of Control. Upon a termination of the Participant's service pursuant to Section 5 above, the Option shall remain exercisable until the earlier of (i) one year following such termination of service and (ii) the expiration of the Option Term. (f) Other Terminations of Service. Upon a termination of the Participant's Service service for any reason, other than as contemplated by Sections 6(a), 6(b), 6(c), 6(d) and 6(d) 6(e) above, any unvested portion of the Option shall immediately terminate and be forfeited without consideration. Any Vested Portion as of the date of a termination of Service service contemplated by this Section 6(e) 6(f) shall remain exercisable until the earlier of (i) ninety days following such termination of Service service and (ii) the expiration of the Option Term. 2 7. Exercise Procedures. (a) Notice of Exercise. Except as set forth in Section 6, the Participant or the Participant's representative may exercise the Vested Portion or any part thereof prior to the expiration of the Option Term by giving written notice to the Company in the form attached hereto as Exhibit A (the "Notice of Exercise"). The Notice of Exercise shall be signed by the person exercising such Option. In the event that such Option is being exercised by the Participant's representative, the Notice of Exercise shall be accompanied by proof (satisfactory to the Company) of such representative's right to exercise such Option. In the event the Option is being exercised following the termination of the Participant's service, exercise shall be subject to the Participant's execution on or after the termination date of an effective general release and waiver of all claims against the Company, its Affiliates and their respective officers and directors substantially in the form attached hereto as Exhibit B. (b) Method of Exercise. The Participant or the Participant's representative shall deliver to the Company, at the time the Notice of Exercise is given, payment in a form permissible under Section 6.5 of the Plan for the full amount of the aggregate Option Price for the exercised Option. (c) Issuance of Shares. Provided the Company receives a properly completed and executed Notice of Exercise, payment for the full amount of the aggregate Option Price, and, if applicable, an effective release and waiver of all claims as required by this Section 7, the Company shall promptly cause to be issued certificates for the Shares underlying the exercised Option, registered in the name of the Person exercising the applicable Option. View More Arrow
Termination of Services. (a) Termination of Service for Cause. Upon a termination of the Participant's Service by for any reason, any unvested portion of the Company for Cause, Option (as determined following the Option, including the Vested Portion, application of Section 4 hereof) shall immediately terminate and be forfeited without consideration. (b) Termination of Service Without Cause. Upon a termination of consideration, and the Participant's Service by the Company without Cause (except as set forth in Section 5 a...nd Section 6(e)), any unvested portion of the Option shall continue to vest during the period beginning on the date of such termination of Service and ending on the earlier of (i) one year following such termination of Service and (ii) the expiration of the Option Term, and any portion so vested Vested Portion shall remain exercisable until the earlier of (i) ninety days following the end of such one year period and (ii) the expiration of the Option Term. Any Vested Portion as of the date of a termination of Service contemplated by this Section 6(b) shall remain exercisable until the earlier of (i) ninety (90) days following such termination of Service and (ii) the expiration of the Option Term. (c) Termination of Service for Normal Retirement. Upon a termination of the Participant's Service by reason of Normal Retirement, any unvested portion of the Option shall continue to vest during the period beginning on the date of such termination of Service and ending on the earlier of (i) two years following such termination of Service and (ii) the expiration of the Option Term, and any portion so vested shall remain exercisable until the earlier of (i) ninety days following the end of such two year period and (ii) the expiration of the Option Term. Any Vested Portion as of the date of a termination of Service contemplated by this Section 6(c) shall remain exercisable until the earlier of (i) one year following such termination of Service and (ii) the expiration of the Option Term. "Normal Retirement" shall mean a voluntary termination of employment or service as a Director by a Participant who has attained at least sixty-five (65) years of age and has at least twenty (20) years of service to the Company or any of its Affiliates. (d) Termination of Service for death or Disability. Upon a termination of the Participant's Service by reason of death or Disability, any unvested portion of the Option shall vest as of the termination of Service and the Option shall remain exercisable until the earlier of (i) one year following such termination of Service and (ii) the expiration of the Option Term. 2 (e) Other Terminations of Service. Upon a termination of the Participant's Service for any reason, other than as contemplated by Sections 6(a), 6(b), 6(c), and 6(d) above, any unvested portion of the Option shall immediately terminate and be forfeited without consideration. Any Vested Portion as of the date of a termination of Service contemplated by this Section 6(e) shall remain exercisable until the earlier of (i) ninety days following such termination of Service and (ii) the expiration of the Option Term. View More Arrow
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