Termination Period Contract Clauses (194)

Termination Period. (a) General Rule. Except as provided below, If Participant's Service terminates for any reason except death or Disability, and subject to other than for Cause, then the Plan, this Option may be exercised for will expire at the close of business at Company headquarters on the date three (3) months after Participant's Termination Date (as defined below) (or such shorter time period not less than thirty (30) days or longer time period as may be determined by the Committee, with any exercise beyond... three (3) months after the date Participant's Service terminates deemed to be the exercise of an NSO). The Company determines when Participant's Service terminates for all purposes under this Option Agreement. (b) Death; Disability. If Participant dies before Participant's Service terminates (or Participant dies within three (3) months of Participant's termination of Service other than for Cause), then the Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death (or such shorter time period not less than six (6) months or longer time period as may be determined by the Committee, subject to the expiration details in Section 7). If Participant's Service terminates because of Participant's Disability, then the Option will expire at the close of business at Company headquarters on the date twelve (12) months after Participant's Termination Date (or such shorter time period not less than six (6) months or longer time period as may be determined by the Committee, subject to the expiration details in Section 7). (c) Cause. Unless otherwise determined by the Committee, the Option (whether or not vested) will terminate immediately upon the Participant's cessation of Services if the Company reasonably determines in good faith that such cessation of Services has resulted in connection with an act or failure to act constituting Cause (or the Participant's Services could have been terminated for Cause (without regard to the lapsing of any Parent required notice or Subsidiary. cure periods in connection therewith) at the time the Participant terminated Services). (d) No Notification of Exercise Periods. Participant is responsible for keeping track of these exercise periods following Participant's termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this will the Option be exercised later than the Expiration Date set forth in the Notice. (b) Death; Disability. Unless provided otherwise (e) Termination. For purposes of this Option, Participant's Service will be considered terminated as of the date Participant is no longer providing Services to the Company, its Parent or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the Notice, upon jurisdiction where Participant is employed or the terms of Participant's Termination employment agreement, if any) (the "Termination Date"). The Committee will have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of Participant's Option (including whether Participant may still be considered to be providing services while on an approved leave of absence). Unless otherwise provided in this Option Agreement or determined by reason of his or her Disability or death, or the Company, Participant's right to vest in this Option under the Plan, if a Participant dies within three months any, will terminate as of the Termination Date and will not be extended by any notice period (e.g., Participant's period of services would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any). Following the Termination Date, this Participant may exercise the Option may be exercised for twelve months, provided that in no event shall this Option be exercised later than the Expiration Date only as set forth in the Notice. (c) Cause. Upon Participant's Termination for Cause, Notice and this Section, provided that the Option shall expire on such date of Participant's Termination Date. (d) Measurement Date. In the event of Participant's Termination (whether or not in breach of local labor laws), Participant's right to period (if any) during which Participant may exercise the Option after Termination, the Termination Date, if any, will be measured by commence on the date of termination of Participant's active Participant ceases to provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant's employment agreement, if any). any. If Participant does not exercise this Option within the termination period set forth in the Notice or the termination periods set forth above, the Option will terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option as set forth in the Notice. View More

Termination Period. (a) General Rule. Except as provided below, If Participant's Service terminates for any reason except death or Disability, and subject to other than for Cause, then the Plan, this Option may be exercised for will expire at the close of business at Company headquarters on the date three (3) months after Participant's Termination Date (as defined below) (or such shorter time period not less than thirty (30) days or longer time period as may be determined by the Committee, with any exercise beyond... three (3) months after the date Participant's Service terminates deemed to be the exercise of an NSO). The Company determines when Participant's Service terminates for all purposes under this Option Agreement. (b) Death; Disability. If Participant dies before Participant's Service terminates (or Participant dies within three (3) months of Participant's termination of Service other than for Cause), then the Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death (or such shorter time period not less than six (6) months or longer time period as may be determined by the Committee, subject to the expiration details in Section 7). If Participant's Service terminates because of Participant's Disability, then the Option will expire at the close of business at Company headquarters on the date twelve (12) months after Participant's Termination Date (or such shorter time period not less than six (6) months or longer time period as may be determined by the Committee, subject to the expiration details in Section 7). (c) Cause. Unless otherwise determined by the Committee, the Option (whether or not vested) will terminate immediately upon the Participant's cessation of Services if the Company 1 reasonably determines in good faith that such cessation of Services has resulted in connection with an act or failure to act constituting Cause (or the Participant's Services could have been terminated for Cause (without regard to the lapsing of any Parent required notice or Subsidiary. cure periods in connection therewith) at the time the Participant terminated Services). (d) No Notification of Exercise Periods. Participant is responsible for keeping track of these exercise periods following Participant's termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this will the Option be exercised later than the Expiration Date set forth in the Notice. (b) Death; Disability. Unless provided otherwise (e) Termination. For purposes of this Option, Participant's Service will be considered terminated as of the date Participant is no longer providing Services to the Company, its Parent or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the Notice, upon jurisdiction where Participant is employed or the terms of Participant's Termination employment agreement, if any) (the "Termination Date"). The Committee will have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of Participant's Option (including whether Participant may still be considered to be providing services while on an approved leave of absence). Unless otherwise provided in this Option Agreement or determined by reason of his or her Disability or death, or the Company, Participant's right to vest in this Option under the Plan, if a Participant dies within three months any, will terminate as of the Termination Date and will not be extended by any notice period (e.g., Participant's period of services would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment agreement, if any). Following the Termination Date, this Participant may exercise the Option may be exercised for twelve months, provided that in no event shall this Option be exercised later than the Expiration Date only as set forth in the Notice. (c) Cause. Upon Participant's Termination for Cause, Notice and this Section, provided that the Option shall expire on such date of Participant's Termination Date. (d) Measurement Date. In the event of Participant's Termination (whether or not in breach of local labor laws), Participant's right to period (if any) during which Participant may exercise the Option after Termination, the Termination Date, if any, will be measured by commence on the date of termination of Participant's active Participant ceases to provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant's employment agreement, if any). any. If Participant does not exercise this Option within the termination period set forth in the Notice or the termination periods set forth above, the Option will terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option as set forth in the Notice. View More

Termination Period. (a) General Rule. Except as provided below, and subject to the Plan, this Option may be exercised for three months 90 days after Participant's Termination with the Company or any Parent or Subsidiary. Termination. In no event shall this Option be exercised later than the Expiration Date set forth in the Notice. (b) Death; Disability. Unless provided otherwise in the Notice, upon Participant's Termination by reason of his or her Disability or death, or if a Participant dies within three months 90 days of the Termination Date, this Option may be exercised for twelve months, provided that in no event shall this Option be exercised later than the Expiration Date set forth in the Notice. Unless provided otherwise in the Notice, upon Participant's Termination by reason of his or her Disability, this Option may be exercised for six months, provided that in no event shall this Option be exercised later than the Expiration Date set forth in the Notice. (c) Cause. Upon Participant's Termination for Cause, Cause (as defined in the Plan), the Option shall expire on such date of Participant's Termination Date. (d) Measurement Date. In the event of Participant's Termination (whether or not in breach of local labor laws), Participant's right to exercise the Option after Termination, if any, will be measured by the date of termination of Participant's active services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant's employment agreement, if any). View More

Termination Period. (a) General Rule. If your Service terminates for any reason except death or Disability, and other than for Cause, then this Option will expire at the close of business at Company headquarters on the date three months after your termination of Service (subject to the expiration detailed in Section 6). If your Service is terminated for Cause, this Option will expire upon the date of such termination. date. The Company determines when your Service terminates for all purposes under this Agreement. purpose. (b) Death; Disability. If you die before your Service terminates (or you die within three months of your termination of Service other than for Cause), terminates, then this Option will expire at the close of business at Company headquarters on the date 12 months after the date of death (subject to the expiration detailed in Section 6). death. If your Service terminates because of your Disability, then this Option will expire at the close of business at Company headquarters on the date 12 months after your termination date (subject to date. (c) Cause. Upon termination of your Service for Cause, this Option shall expire on your termination date. For purposes of this Agreement, "Cause" shall be defined in the expiration detailed Plan unless expressly provided otherwise in Section 6). (c) No Notice. an employment agreement between you and the Company. (d) You are responsible for keeping track of these exercise periods following your termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant. Notice. View More

Termination Period. (a) General Rule. If your Service terminates for any reason except death or Disability, and other than for Cause, then this Option SAR will expire at the close of business at Company headquarters on the date three months after your termination of Service (subject to the expiration detailed in Section 6). In no event shall this SAR be exercised later than the Expiration Date set forth in the Notice of Grant. If your Service is terminated for Cause, this Option SAR will expire upon the date of... such termination. The Company determines when your Service terminates for all purposes under this Agreement. (b) Death; Disability. If you die before your Service terminates (or you die within three months of your termination of Service to the Company other than for Cause), then this Option SAR will expire at the close of business at Company headquarters on the date 12 months after the date of death (subject to the expiration detailed in Section 6). If your Service terminates because of your Disability, then this Option SAR will expire at the close of business at Company headquarters on the date 12 months after your termination date (subject to the expiration detailed in Section 6). (c) No Notice. You are responsible for keeping track of these exercise periods following your termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this Option SAR be exercised later than the Expiration Date set forth in the Notice of Grant. View More

Termination Period. (a) General (a)General Rule. If your Service terminates for any reason except death or Disability, and other than for Cause, then this Option will expire at the close of business at Company headquarters on the date three (3) months after your termination of Service (subject to the expiration detailed in Section 6). If your Service is terminated for Cause, this Option will expire upon the date of such termination. The Company determines when your Service terminates for all purposes under this... Agreement. (b) Death; You acknowledge and agree that the Vesting Schedule may change prospectively in the event that your service status changes between full and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You acknowledge that the vesting of the Shares pursuant to this Notice is earned only by continuing Service and that any unvested portion of your Option will expire on the termination of your employment for any reason. (b)Death; Disability. If you die before your Service terminates (or you die within three (3) months of your termination of Service other than for Cause), then this Option will expire at the close of business at Company headquarters on the date 12 twelve (12) months after the date of your death (subject to the expiration detailed in Section 6). If your Service terminates because of your Disability, then this Option will expire at the close of business at Company headquarters on the date 12 twelve (12) months after your termination date (subject to the expiration detailed in Section 6). (c) No (c)Black-Out Period. Notwithstanding the foregoing, if any post-termination exercise period set forth above terminates on a date that falls within a Blackout Period (as defined below) or within ten (10) business days following the expiration of a Blackout Period, such expiration date shall be automatically extended without any further act or formality to that date which is ten (10) business days after the end of such Blackout Period, with such tenth (10th) business day to be considered the expiration date of such Option for all purposes under the Plan, subject to earlier expiration detailed in Section 6. For purposes of this Agreement, "Blackout Period" means the period during which designated directors, officers and employees of the Company cannot trade Shares pursuant to the Company's policy respecting restrictions on director', officers' and employee trading which is in effect at the time. (d)No Notice. You are responsible for keeping track of these exercise periods following your termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant. Grant.2 3.Exercise of Option. (a)Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice of Grant and the applicable provisions of the Plan and this Agreement. In the event of your death, Disability, or other cessation of Service, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice of Grant and this Agreement. This Option may not be exercised for a fraction of a Share. (b)Method of Exercise. This Option is exercisable by delivery of an exercise notice in a form specified by the Company (the "Exercise Notice"), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of a fully executed Exercise Notice accompanied by the aggregate Exercise Price and any applicable tax withholding due upon exercise of the Option. (c)Exercise by Another. If another person wants to exercise this Option after it has been transferred to him or her in compliance with this Agreement and the Plan, that person must prove to the Company's satisfaction that he or she is 2 entitled to exercise this Option. That person must also complete the proper Exercise Notice form (as described above) and pay the Exercise Price (as described below) and any applicable tax withholding due upon exercise of the Option (as described below). View More

Termination Period. (a) In the event that Participant ceases to be a Service Provider, Provider for any reason, the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due to Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain exercisable (except as otherwise provided below): (x) if Participant ceases to be a Service Provider due to Participant's resignation for any reason (other than... Retirement) or due to termination by the Company or any Subsidiary for any reason, for three (3) months after Participant ceases to be a Service Provider; (y) if Participant ceases to be a Service Provider due to death or Disability, below) for twenty-four (24) months after Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant's Retirement. Provider. If the exercise of the Option following the termination of Participant's status as a Service Provider (other than upon Participant's death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the later of (i) twenty-four (24) months after the termination of the Participant's status as a Service Provider or (ii) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant's status as a Service Provider (other than upon Participant's death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the U.S. Securities Act of 1933, as amended (the "Securities Act"), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the later of (i) twenty-four (24) months after the termination of the Participant's status as a Service Provider or (ii) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in no event shall this Option be exercised later than the Term/Expiration Date as provided above. In addition, the Option may be subject to earlier termination as provided in Section 16(c) 16(d) of the Plan. (b) For purposes of the Option, the Participant's status as a Service Provider will be deemed terminated as of the date Participant is no longer actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Participant is providing service or the terms of the Participant's employment or other service agreement, if any) and such date will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under labor laws in the jurisdiction where the Participant is providing service or the terms of Participant's employment or other service agreement, if any). The Administrator shall have the exclusive discretion to determine when Participant is no longer actively provides services for purposes of the Option (including whether Participant may still be considered to be providing services while on a leave of absence). View More

Termination Period. (a) In Generally. The Option will be exercisable until 5:00 pm local Pacific Time on the event that ninetieth (90th) day after the date Participant ceases to be a Service Provider, Provider for reasons other than Cause or Participant's death or Disability. In the portion of the Option that is not vested as of such date shall be immediately forfeited with no consideration due to Participant and the portion of the Option that is vested and exercisable as of the date of such cessation shall remain... exercisable (except as otherwise provided below): (x) if event Participant ceases to be a Service Provider due to Participant's resignation for any reason (other than Retirement) death or due to termination by Disability, the Company or any Subsidiary for any reason, for three (3) months after Option will be exercisable until the close of business on the one (1) year anniversary of the date Participant ceases to be a Service Provider; (y) Provider. Participant's status as a Service Provider shall be deemed to have terminated on account of death if Participant dies within ninety (90) days after the date Participant ceases to be a Service Provider. In the event Participant ceases to be a Service Provider due to death or Disability, for twenty-four (24) months after Cause, the Option will terminate and cease to be exercisable immediately upon the date Participant ceases to be a Service Provider; and (z) if Participant ceases to be a Service Provider due to Retirement, for twenty-four (24) months following Participant's Retirement. If the exercise of the Option following the termination of Participant's status as a Service Provider (other than upon Participant's death or Disability) would result in liability under Section 16(b), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b). If the exercise of the Option following the termination of Participant's status as a Service Provider (other than upon Participant's death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the U.S. Securities Act of 1933, as amended (the "Securities Act"), then the vested portion of the Option will terminate on the earlier of (A) the Term/Expiration Date or (B) three (3) months after the last day on which the exercise of the Option would be in violation of such registration requirements. Notwithstanding anything contained herein to the contrary, in no event shall this Option be exercised later than the Term/Expiration Date as provided above. In addition, the Option may be subject to earlier termination as provided in Section 16(c) of the Plan. (b) Provider. For purposes of the Option, the Participant's status engagement as a Service Provider will be deemed considered terminated as of the date that Participant is no longer actively providing services to the Company or one of its Subsidiaries any Participating Company (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor employment laws in the jurisdiction where the Participant is providing service a Service Provider or the terms of the Participant's employment or other service engagement agreement, if any) and any), and, unless otherwise expressly provided in this Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, (i) Participant's right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant's period of service would not include any contractual notice period or any period of "garden leave" or similar period mandated under labor employment laws in the jurisdiction where the Participant is a Service Provider or Participant's employment or engagement agreement, if any, unless Participant is providing service bona fide services during such time), and (ii) the period (if any) during which Participant may exercise the Option after such termination of Participant's engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant's employment or other service engagement agreement, if any). The Administrator any; the Company shall have the exclusive discretion to determine when Participant is no longer actively provides providing services for purposes of the Option (including whether Participant may still be considered to be providing services while on a leave of absence). (b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if (i) Participant ceases to be a Service Provider for reasons other than as a result of Cause and (ii) the exercise of the Option within the applicable time periods set forth in paragraph 3(a) is prevented by Section 27 of the Plan, the Option shall remain exercisable until the close of business of the ninetieth (90th) day after the date Participant is notified by the Company that the Option is exercisable, but in any event no later than the expiration of the term of the Option as set forth in the Notice of Grant. (c) Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing, if (i) Participant ceases to be a Service Provider for reasons other than as a result of Cause and (ii) a sale within the applicable time periods set forth in paragraph 3(a) of Shares acquired upon the exercise of the Option would subject Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (x) the close of business of the tenth (10th) day following the date on which a sale of such Shares by Participant would no longer be subject to such suit or (y) the expiration of the term of such Option as set forth in the Notice of Grant. (d) Limitations. Notwithstanding anything in Sections 3(a), (b), or (c) to the contrary, in no event may the Option be exercised after the close business on the expiration of the term of the Option as set forth in the Notice of Grant, and the Option may be subject to earlier termination as provided in Sections 15(b) and (c) of the Plan. View More

Termination Period. (a)General Rule. If Participant's Service terminates for any reason, the unvested portion of the Option RSU shall be forfeited to the Company upon termination, such termination of Service, and all rights Participant has to Shares subject to the unvested portion of this Option RSU shall immediately terminate. Except as provided is this Section 2, the Shares subject to the outstanding and vested portion of the Option Award may be exercised for three (3) months after Participant's termination of... Service. Notwithstanding the foregoing, in no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant. (b)Termination by the Company. If the employment agreement between the Company and Participant is terminated by the Company prior to the end of the initial or any renewal term other than (i) as a result of Participant's death or (ii) for Cause, then the unvested portion of this Option RSU scheduled to vest in the twelve (12) month period following the date of such termination shall immediately vest; provided, however, that this Section 2(b) will not diminish the acceleration of vesting contemplated by Section 2(e) 2(d) below in connection with a Corporate Transaction. (c)Death; Disability. (c)Death. If Participant dies before Participant's Service terminates, any unvested portion of this Option RSU will become vested and exercisable by Participant's beneficiary until six months after the date of Participant's death. If Participant's Service terminates due to Disability, then Participant may exercise the outstanding and vested portion of this Option until six (6) months after Participant's termination date. Notwithstanding the foregoing, in no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant. (d)Cause. Notwithstanding Section 2(a), if Participant's Service terminates for Cause, all Shares subject to this Option shall be forfeited to the Company upon termination, all rights Participant has under this Option shall immediately terminate, and this Option will expire on Participant's termination date. (e)Corporate vested. (d)Corporate Transaction. Notwithstanding Section 2(a), any unvested portion of the Option RSU will become vested and exercisable if, within twelve (12) months following a Corporate Transaction, Participant's employment is either terminated by the Company without Cause or Participant resigns for Good Reason. "Good Reason" means (i) the definition set for the in any employment agreement between Participant and the Company, or (ii) if there is no such employment agreement, or such agreement does not define Good Reason, (A) a ten percent (10%) or more reduction in Participant's salary to which Participant has not consented; (B) a material diminution in Participant's authority, duties or responsibilities without Participant's consent (which shall not include a change in reporting obligations resulting from a Corporate Transaction); (C) a requirement by the Company, without Participant's consent, that Participant's primary work site be relocated to a site that is more than twenty five (25) miles away from Participant's work site prior to the Corporate Transaction; or (D) any other action or inaction that constitutes a material breach by the Company of Participant's employment agreement, if any. Notwithstanding the foregoing, a termination of Participant for Good Reason shall not have occurred unless (i) Participant gives written notice to the Company, of termination within thirty (30) days after Participant first becomes aware of the occurrence of the circumstances constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, (ii) the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason, and (iii) Participant terminates employment within five (5) days after the Company's cure period ends. (f)No Notice. Participant is responsible for keeping track of these exercise periods following Participant's termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant. (g)Occurrence (e)Occurrence of a Termination of Service. In case of any dispute as to whether Participant's termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred and the effective date of such termination. View More