Common use of Term; Forfeiture Clause in Contracts

Term; Forfeiture. In the event of Grantee’s termination of employment with the Company and its affiliates (a “Termination of Employment”) for any reason (including for cause) other than Grantee’s death, disability or retirement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee (or, in the event of Grantee’s subsequent death, by Grantee’s Heir (as defined below)) within three months following such Termination of Employment, but not thereafter. In the event that, as a result of such Termination of Employment, Grantee is eligible to receive severance benefits under any Company plan, program or severance agreement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee (or, in the event of Grantee’s subsequent death, by Grantee’s Heir (as defined below)) within twelve months following such Termination of Employment, but not thereafter. However, in no event shall the Option be exercisable after the fifth (5th) anniversary of the Grant Date. To the extent the Option is not vested on Grantee’s date of Termination of Employment, the Option shall automatically lapse and be canceled unexercised as of such date. In the event of Grantee’s Termination of Employment by reason of death, disability or retirement, as determined by the Committee in its sole discretion, the Option shall be fully vested on such date of termination and may be exercised by Grantee or, in the event of Grantee’s death, by the person to whom Grantee’s rights shall pass by will or the laws of descent and distribution (“Heir”), at any time within the two-year period beginning on Grantee’s Termination of Employment, but not thereafter. However, in no event shall the Option be exercisable after the fifth (5th) anniversary of the Grant Date.

Term; Forfeiture. In the event of GranteeOptionee’s termination of employment (or consulting agreement in the event Optionee is a consultant) with the Company and its affiliates Subsidiaries (in each case, a “Termination of EmploymentTermination”) for any reason (including for cause) other than Granteefor Cause (as defined below) or Optionee’s death, disability death or retirementDisability, the Option outstanding on such date of Termination of EmploymentTermination, to the extent vested on such date, may be exercised by Grantee Optionee (or, in the event of GranteeOptionee’s subsequent death, by GranteeOptionee’s Heir (as defined below)) within three (3) months following such Termination of Employment, but not thereafter. In the event that, as a result of such Termination of Employment, Grantee is eligible to receive severance benefits under any Company plan, program or severance agreement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee (or, in the event of Grantee’s subsequent death, by Grantee’s Heir (as defined below)) within twelve months following such Termination of EmploymentTermination, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant. To the extent the Option is not vested on GranteeOptionee’s date of Termination of EmploymentTermination, the Option shall automatically lapse and be canceled unexercised as of such date. In the event Optionee’s employment or consulting agreement is terminated for Cause, any Option granted pursuant to this Agreement whether vested or unvested shall be forfeited upon the date of GranteeOptionee’s Termination. Termination for “Cause” shall be termination resulting from (i) the continuing and material failure by the Optionee to fulfill the Optionee’s duties as an employee or consultant of the Company or willful misconduct or gross neglect in the performance of such duties, (ii) committing fraud, misappropriation or embezzlement in the performance of the Optionee’s duties as an employee or consultant of the Company, or (iii) the Optionee’s commission of an felony for which the Optionee is convicted and which, as determined in good faith by the Company, constitutes a crime involving moral turpitude. For the purposes of the definition of Cause, the term “Company” includes Subsidiaries of the Company. In the event of Optionee’s Termination of Employment by reason of death, disability death or retirement, as determined by the Committee in its sole discretionDisability, the Option shall be fully vested on such date of termination and may be exercised by Grantee Optionee or, in the event of GranteeOptionee’s death, by the person to whom GranteeOptionee’s rights shall pass by will or the laws of descent and distribution (“Heir”), at any time within the two-year twelve (12) month period beginning on GranteeOptionee’s Termination of EmploymentTermination, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant. For the purposes of this Agreement, Disability shall mean disability as defined in any employment agreement between Optionee and the Company or, if there is no such definition or agreement, shall mean Optionee’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities for a period of ninety (90) days during any twelve-month period as determined by the Committee. Optionee agrees to submit to any examination that is necessary for a determination of Disability and agrees to provide any information necessary for a determination of Disability, including any information that is protected by the Health Insurance Portability and Accountability Act. Notwithstanding the above, if the Optionee has an employment agreement or offer letter with the Company, the terms of such employment agreement shall govern the terms and conditions of the term and forfeiture of the Optioned Shares to the extent it is inconsistent with the terms and conditions provided herein.

Term; Forfeiture. In the event of GranteeOptionee’s termination of employment (or consulting agreement in the event Optionee is a consultant) with the Company and its affiliates Subsidiaries (in each case, a “Termination of EmploymentTermination”) for any reason (including for cause) other than GranteeOptionee’s deathvoluntary termination, disability for Cause or retirementOptionee’s death or disability, the Option outstanding on such date of Termination of EmploymentTermination, to the extent vested on such date, may be exercised by Grantee Optionee (or, in the event of GranteeOptionee’s subsequent death, by GranteeOptionee’s Heir (as defined below)) within three (3) months following such Termination of Employment, but not thereafter. In the event that, as a result of such Termination of Employment, Grantee is eligible to receive severance benefits under any Company plan, program or severance agreement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee (or, in the event of Grantee’s subsequent death, by Grantee’s Heir (as defined below)) within twelve months following such Termination of EmploymentTermination, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant. To the extent the Option is not vested on GranteeOptionee’s date of Termination of EmploymentTermination, the Option shall automatically lapse and be canceled unexercised as of such date. In the event that the Optionee voluntarily terminates his or her employment (or consulting agreement in the event Optionee is a consultant) with the Company or a Subsidiary, or if Optionee’s employment or consulting agreement is terminated for Cause, any Option granted pursuant to this Agreement whether vested or unvested shall be forfeited upon the date of Granteethe Optionee’s Termination. Termination for “Cause” shall be termination resulting from (i) the continuing and material failure by the Optionee to fulfill the Optionee’s duties as an employee or consultant of the Company or willful misconduct or gross neglect in the performance of such duties, (ii) committing fraud, misappropriation or embezzlement in the performance of the Optionee’s duties as an employee or consultant of the Company, or (iii) the Optionee’s commission of any felony for which the Optionee is convicted and which, as determined in good faith by the Company, constitutes a crime involving moral turpitude. For the purposes of the definition of Cause, the term “Company” includes Subsidiaries of the Company. In the event of Optionee’s Termination of Employment by reason of death, disability death or retirementdisability, as determined defined by the Committee in its sole discretiondiscretion pursuant to the terms of the Plan, the Option shall be fully vested on such date of termination and may be exercised by Grantee Optionee or, in the event of GranteeOptionee’s death, by the person to whom GranteeOptionee’s rights shall pass by will or the laws of descent and distribution (“Heir”), at any time within the two-year twelve (12) month period beginning on GranteeOptionee’s Termination of EmploymentTermination, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant.

Term; Forfeiture. In the event of GranteeOptionee’s termination of employment (or consulting agreement in the event Optionee is a consultant) with the Company and its affiliates Subsidiaries (in each case, a “Termination of EmploymentTermination”) for any reason (including for cause) other than GranteeOptionee’s deathvoluntary termination, disability for Cause or retirementOptionee’s death or disability, the Option outstanding on such date of Termination of EmploymentTermination, to the extent vested on such date, may be exercised by Grantee Optionee (or, in the event of GranteeOptionee’s subsequent death, by GranteeOptionee’s Heir (as defined below)) within three (3) months following such Termination of Employment, but not thereafter. In the event that, as a result of such Termination of Employment, Grantee is eligible to receive severance benefits under any Company plan, program or severance agreement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee (or, in the event of Grantee’s subsequent death, by Grantee’s Heir (as defined below)) within twelve months following such Termination of EmploymentTermination, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant. To the extent the Option is not vested on GranteeOptionee’s date of Termination of EmploymentTermination, the Option shall automatically lapse and be canceled unexercised as of such date. In the event that the Optionee voluntarily terminates his or her employment (or consulting agreement in the event Optionee is a consultant) with the Company or a Subsidiary, or if Optionee’s employment or consulting agreement is terminated for Cause, any Option granted pursuant to this Agreement whether vested or unvested shall be forfeited upon the date that the Optionee’s Termination. Termination for “Cause” shall be termination resulting from (i) the continuing and material failure by the Optionee to fulfill the Optionee’s duties as an employee or consultant of Granteethe Company or willful misconduct or gross neglect in the performance of such duties, (ii) committing fraud, misappropriation or embezzlement in the performance of the Optionee’s duties as an employee or consultant of the Company, or (iii) the Optionee’s commission of any felony for which the Optionee is convicted and which, as determined in good faith by the Company, constitutes a crime involving moral turpitude. For the purposes of the definition of Cause, the term “Company” includes Subsidiaries of the Company. In the event of Optionee’s Termination of Employment by reason of death, disability death or retirementdisability, as determined defined by the Committee in its sole discretiondiscretion pursuant to the terms of the Plan, the Option shall be fully vested on such date of termination and may be exercised by Grantee Optionee or, in the event of GranteeOptionee’s death, by the person to whom GranteeOptionee’s rights shall pass by will or the laws of descent and distribution (“Heir”), at any time within the two-year twelve (12) month period beginning on GranteeOptionee’s Termination of EmploymentTermination, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant. Notwithstanding the above, if the Optionee has an employment agreement with the Company, or any other agreement with the Company which governs the terms and conditions of their options, the terms of such agreement shall govern the terms and conditions of the term and forfeiture of their options.

Term; Forfeiture. In the event of GranteeOptionee’s termination of employment (or consulting agreement in the event Optionee is a consultant) with the Company and its affiliates Subsidiaries (in each case, a “Termination of EmploymentTermination”) for any reason (including for cause) other than GranteeOptionee’s deathvoluntary termination, disability for Cause or retirementOptionee’s death or disability, the Option outstanding on such date of Termination of EmploymentTermination, to the extent vested on such date, may be exercised by Grantee Optionee (or, in the event of GranteeOptionee’s subsequent death, by GranteeOptionee’s Heir (as defined below)) within three (3) months following such Termination of Employment, but not thereafter. In the event that, as a result of such Termination of Employment, Grantee is eligible to receive severance benefits under any Company plan, program or severance agreement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee (or, in the event of Grantee’s subsequent death, by Grantee’s Heir (as defined below)) within twelve months following such Termination of EmploymentTermination, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant. To the extent the Option is not vested on GranteeOptionee’s date of Termination of EmploymentTermination, the Option shall automatically lapse and be canceled unexercised as of such date. In the event that the Optionee voluntarily terminates his or her employment (or consulting agreement in the event Optionee is a consultant) with the Company or a Subsidiary, or if Optionee’s employment or consulting agreement is terminated for Cause, any Option granted pursuant to this Agreement whether vested or unvested shall be forfeited upon the date that the Optionee’s Termination. Termination for “Cause” shall be termination resulting from (i) the continuing and material failure by the Optionee to fulfill the Optionee’s duties as an employee or consultant of Granteethe Company or willful misconduct or gross neglect in the performance of such duties, (ii) committing fraud, misappropriation or embezzlement in the performance of the Optionee’s duties as an employee or consultant of the Company, or (iii) the Optionee’s commission of any felony for which the Optionee is convicted and which, as determined in good faith by the Company, constitutes a crime involving moral turpitude. For the purposes of the definition of Cause, the term “Company” includes Subsidiaries of the Company. In the event of Optionee’s Termination of Employment by reason of death, disability death or retirementdisability, as determined defined by the Committee in its sole discretiondiscretion pursuant to the terms of the Plan, the Option shall be fully vested on such date of termination and may be exercised by Grantee Optionee or, in the event of GranteeOptionee’s death, by the person to whom GranteeOptionee’s rights shall pass by will or the laws of descent and distribution (“Heir”), at any time within the two-year twelve (12) month period beginning on GranteeOptionee’s Termination of EmploymentTermination, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant.

Term; Forfeiture. In the event of GranteeOptionee’s termination of employment (or consulting agreement in the event Optionee is a consultant) with the Company and its affiliates Subsidiaries (in each case, a “Termination of EmploymentTermination”) for any reason (including for cause) other than Granteefor Cause (as defined below) or Optionee’s death, disability death or retirementDisability, the Option outstanding on such date of Termination of EmploymentTermination, to the extent vested on such date, may be exercised by Grantee Optionee (or, in the event of GranteeOptionee’s subsequent death, by GranteeOptionee’s Heir (as defined below)) within three six (6) months following such Termination of Employment, but not thereafter. In the event that, as a result of such Termination of Employment, Grantee is eligible to receive severance benefits under any Company plan, program or severance agreement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee (or, in the event of Grantee’s subsequent death, by Grantee’s Heir (as defined below)) within twelve months following such Termination of EmploymentTermination, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant. To the extent the Option is not vested on GranteeOptionee’s date of Termination of EmploymentTermination, the Option shall automatically lapse and be canceled unexercised as of such date. In the event Optionee’s employment or consulting agreement is terminated for Cause, any Option granted pursuant to this Agreement whether vested or unvested shall be forfeited upon the date of GranteeOptionee’s Termination. Termination for “Cause” shall be termination resulting from (i) the continuing and material failure by the Optionee to fulfill the Optionee’s duties as an employee or consultant of the Company or willful misconduct or gross neglect in the performance of such duties, (ii) committing fraud, misappropriation or embezzlement in the performance of the Optionee’s duties as an employee or consultant of the Company, or (iii) the Optionee’s commission of an felony for which the Optionee is convicted and which, as determined in good faith by the Company, constitutes a crime involving moral turpitude. For the purposes of the definition of Cause, the term “Company” includes Subsidiaries of the Company. In the event of Optionee’s Termination of Employment by reason of death, disability death or retirement, as determined by the Committee in its sole discretionDisability, the Option shall be fully vested on such date of termination and may be exercised by Grantee Optionee or, in the event of GranteeOptionee’s death, by the person to whom GranteeOptionee’s rights shall pass by will or the laws of descent and distribution (“Heir”), at any time within the two-year twelve (12) month period beginning on GranteeOptionee’s Termination of EmploymentTermination, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant. For the purposes of this Agreement, Disability shall mean disability as defined in any employment agreement between Optionee and the Company or, if there is no such definition or agreement, shall mean Optionee’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities for a period of ninety (90) days during any twelve-month period as determined by the Committee. Optionee agrees to submit to any examination that is necessary for a determination of Disability and agrees to provide any information necessary for a determination of Disability, including any information that is protected by the Health Insurance Portability and Accountability Act. Notwithstanding the above, if the Optionee has an employment agreement or offer letter with the Company, the terms of such employment agreement shall govern the terms and conditions of the term and forfeiture of the Optioned Shares to the extent it is inconsistent with the terms and conditions provided herein.

Term; Forfeiture. In the event of Grantee’s Participant's termination of employment with the Company and its affiliates (a “"Termination of Employment”") for any reason (including for causeCause) other than Grantee’s Participant's death, disability Disability or retirementRetirement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee Participant (or, in the event of Grantee’s Participant's subsequent death, by Grantee’s Participant's Heir (as defined below)) within three months following such Termination of Employment, but not thereafter. In the event that, as a result of such Termination of Employment, Grantee Participant is eligible to receive severance benefits under any Company plan, program or severance agreement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee Participant (or, in the event of Grantee’s Participant's subsequent death, by Grantee’s Participant's Heir (as defined below)) within twelve months following such Termination of Employment, but not thereafter. However, in no event shall the Option be exercisable after the fifth (5th) anniversary of the Grant Date. To the extent the Option is not vested on Grantee’s Participant's date of Termination of Employment, the Option shall automatically lapse and be canceled unexercised as of such date. In the event of Grantee’s Participant's Termination of Employment by reason of death, disability Disability or retirementRetirement, as determined defined by the Committee in its sole discretiondiscretion pursuant to the terms of the Plan, the Option shall be fully vested on such date of termination and may be exercised by Grantee Participant or, in the event of Grantee’s Participant's death, by the person to whom Grantee’s Participant's rights shall pass by will or the laws of descent and distribution (“"Heir”"), at any time within the two-year period beginning on Grantee’s Participant's Termination of Employment, but not thereafter. However, in no event shall the Option be exercisable after the fifth (5th) anniversary of the Grant Date.

Term; Forfeiture. In the event of GranteeOptionee’s termination of employment (or consulting agreement in the event Optionee is a consultant) with the Company and its affiliates Subsidiaries (in each case, a “Termination of EmploymentTermination”) for any reason (including for cause) other than Granteefor Cause (as defined below) or Optionee’s death, disability death or retirementDisability, the Option outstanding on such date of Termination of EmploymentTermination, to the extent vested on such date, may be exercised by Grantee Optionee (or, in the event of GranteeOptionee’s subsequent death, by GranteeOptionee’s Heir (as defined below)) within three months following such Termination of Employment, but not thereafter. In the event that, as a result of such Termination of Employment, Grantee is eligible to receive severance benefits under any Company plan, program or severance agreement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee (or, in the event of Grantee’s subsequent death, by Grantee’s Heir (as defined below)) within twelve months following such Termination of Employment, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant. To the extent the Option is not vested on GranteeOptionee’s date of Termination of EmploymentTermination, the Option shall automatically lapse and be canceled unexercised as of such date. In the event Optionee’s employment or consulting agreement is terminated for Cause, any Option granted pursuant to this Agreement whether vested or unvested shall be forfeited upon the date of GranteeOptionee’s Termination. Termination for “Cause” shall be termination resulting from (i) the continuing and material failure by the Optionee to fulfill the Optionee’s duties as an employee or consultant of the Company or willful misconduct or gross neglect in the performance of such duties, (ii) committing fraud, misappropriation or embezzlement in the performance of the Optionee’s duties as an employee or consultant of the Company, or (iii) the Optionee’s commission of an felony for which the Optionee is convicted and which, as determined in good faith by the Company, constitutes a crime involving moral turpitude. For the purposes of the definition of Cause, the term “Company” includes Subsidiaries of the Company. In the event of Optionee’s Termination of Employment by reason of death, disability death or retirement, as determined by the Committee in its sole discretionDisability, the Option shall be fully vested on such date of termination and may be exercised by Grantee Optionee or, in the event of GranteeOptionee’s death, by the person to whom GranteeOptionee’s rights shall pass by will or the laws of descent and distribution (“Heir”), at any time within the two-year period beginning on Grantee’s Termination of Employment, but not thereafter. However, in no event shall the Option be exercisable after the fifth tenth (5th10th) anniversary of the Grant DateDate of Grant. For the purposes of this Agreement, Disability shall mean disability as defined in any employment agreement between Optionee and the Company or, if there is no such definition or agreement, shall mean Optionee’s inability, due to physical or mental incapacity, to substantially perform his duties and responsibilities for a period of ninety (90) days during any twelve-month period as determined by the Committee. Optionee agrees to submit to any examination that is necessary for a determination of Disability and agrees to provide any information necessary for a determination of Disability, including any information that is protected by the Health Insurance Portability and Accountability Act. Notwithstanding the above, if the Optionee has an employment agreement or offer letter with the Company, the terms of such employment agreement shall govern the terms and conditions of the term and forfeiture of the Optioned Shares to the extent it is inconsistent with the terms and conditions provided herein.

Term; Forfeiture. In the event of Grantee’s Participant's termination of employment with the Company and its affiliates (a “"Termination of Employment”") for any reason (including for causeCause) other than Grantee’s Participant's death, disability Disability or retirementRetirement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee Participant (or, in the event of Grantee’s Participant's subsequent death, by Grantee’s Participant's Heir (as defined below)) within three months following such Termination of Employment, but not thereafter. In the event that, as a result of such Termination of Employment, Grantee Participant is eligible to receive severance benefits under any Company plan, program or severance agreement, the Option outstanding on such date of Termination of Employment, to the extent vested on such date, may be exercised by Grantee Participant (or, in the event of Grantee’s Participant's subsequent death, by Grantee’s Participant's Heir (as defined below)) within twelve months following such Termination of Employment, but not thereafter. However, in no event shall the Option be exercisable after the fifth (5th) anniversary of the Grant Date. To the extent the Option is not vested on Grantee’s Participant's date of Termination of Employment, the Option shall automatically lapse and be canceled unexercised as of such date. In the event of Grantee’s Participant's Termination of Employment by reason of death, disability Disability or retirementRetirement, as determined defined by the Committee in its sole discretiondiscretion pursuant to the terms of the Plan, the Option shall be fully vested on such date of termination and may be exercised by Grantee Participant or, in the event of Grantee’s Participant's death, by the person to whom Grantee’s Participant's rights shall pass by will or the laws of descent and distribution (“"Heir”"), at any time within the two-year period beginning on Grantee’s Participant's Termination of Employment, but not thereafter. However, in no event shall the Option be exercisable after the fifth _____ (5th___) anniversary of the Grant Date.