Expiration of Options. (a) The Option shall immediately lapse upon termination of the Optionee’s employment, subject to and except as otherwise specified within, the terms and conditions of Section 3.1, above. (b) The Option over Shares that have become vested and exercisable in accordance with Section 3.1 will cease to be exercisable by the Optionee upon the first to occur of the following events: (i) The eighth anniversary of the Grant Date; or (ii) Twelve months after the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or (iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.1(c) above; or (iv) Six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.1(c) above and termination is other than for Cause; or (v) If the Committee so determines pursuant to Section 9 of the Plan and 3.1(e) of this Agreement, upon the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date. (c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below: (i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement; (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and (iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule D for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement. (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(c).
Appears in 1 contract
Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to to, and except as otherwise specified within, the terms and conditions of Section 3.1, 3.2 above.
(b) The Option over Earned Performance Shares that have has become vested and exercisable in accordance with Section 3.1 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events:
(i) The eighth anniversary of the Grant Date; or
(ii) Twelve months after the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or
(iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.1(c3.2(c) above; or
(iv) Six calendar months after the date of termination of the Optionee’s employment provided the Committee has exercised its discretion pursuant to Section 3.1(c3.2(c) above and termination is other than for Cause; or
(v) If the Committee so determines pursuant to Section 9 of the Plan and 3.1(e3.2(e) of this Agreement, upon the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date.
(c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below:
(i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement;
(ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and
(iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule D B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement.
(d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(c).3.3(c) or fails to meet the requirements set forth in Section 3.1(a) and Exhibit 1 to the Acceptance Form. 6
Appears in 1 contract
Sources: Share Option Award Agreement (Willis Group Holdings PLC)
Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to to, and except as otherwise specified within, the terms and conditions of Section 3.1, 3.2 above.
(b) The Option over Earned Performance Shares that have has become vested and exercisable in accordance with Section 3.1 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events:
(i) The eighth anniversary of the Grant Date; or
(ii) Twelve months after the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or
(iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.1(c3.2(c) above; or
(iv) Six calendar months after the date of termination of the Optionee’s employment provided the Committee has exercised its discretion pursuant to Section 3.1(c3.2(c) above and termination is other than for Cause; or
(v) If the Committee so determines pursuant to Section 9 of the Plan and 3.1(e3.2(f) of this Agreement, upon the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise or receive value for his Options prior to such effective date.
(c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below:
(i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement;
(ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and
(iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule D B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement.
(d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(c)3.3(c) or fails to meet the requirements set forth in Section 3.1(a) and Exhibit 1 to the Acceptance Form.
Appears in 1 contract
Sources: Share Option Award Agreement (Willis Group Holdings PLC)
Expiration of Options. (a) The Option shall immediately lapse upon termination of the Optionee’s employment, subject to and except as otherwise specified within, the terms and conditions of Section 3.1, above.
(b) The Option over Shares that have become vested and exercisable in accordance with Section 3.1 will cease to be exercisable by the Optionee upon the first to occur of the following events:
(i) The eighth anniversary of the Grant Date; or
(ii) Twelve months after The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or
(iii) Ninety days after the date of any termination of the Optionee’s employment by the Company for Cause or its Subsidiary for any reason by the Optionee without Good Reason; or
(iv) Ninety days after the date of termination of the Optionee’s employment other than (Aas set forth in Section 3.1(b) death or Permanent Disability or (Bc) above, or where the Committee has exercised its discretion in accordance with Section 3.1(c) above; or
(iv) Six 3.1(c)(ii), the period shall be six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.1(c) above and termination is other than for Causetermination; or
(v) If the Committee so determines pursuant to Section 9 of the Plan and 3.1(e) of this Agreement, upon the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date.
(c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below:
(i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement;
(ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and
(iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule D B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement.
(d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(c).
Appears in 1 contract
Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to to, and except as otherwise specified within, the terms and conditions of Section 3.1, 3.2 above.
(b) The Option over Earned Performance Shares that have has become vested and exercisable in accordance with Section 3.1 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events:
(i) The eighth anniversary of the Grant Date; or
(ii) Twelve months after The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or
(iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.1(c3.2(c) above; or
(iv) Six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.1(c3.2(c) above and termination is other than for Cause; or
(v) If the Committee so determines pursuant to Section Sections 9 or 10 of the Plan and 3.1(e) 2.4 of this Agreement, upon the effective date of a Change of Control, merger, amalgamation pursuant to Irish law, or other consolidation of the Company or group of companies collectively known as ▇▇▇▇▇▇ Group, or other similar event, as provided in the Plan, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date.
(c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below:
(i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement;
(ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and
(iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule D B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement.
(d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(c3.3(c) or fails to meet the requirements set forth in Section 3.1(e).
Appears in 1 contract
Sources: Share Purchase and Option Agreement (Willis Group Holdings PLC)
Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to to, and except as otherwise specified within, the terms and conditions of Section 3.1, 3.2 above.
(b) The Option over Earned Performance Shares that have has become vested and exercisable in accordance with Section 3.1 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events:
(i) The eighth anniversary of the Grant Date; or
(ii) Twelve months after the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or
(iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.1(c3.2(c) above; or
(iv) Six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.1(c3.2(c) above and termination is other than for Cause; or
(v) If the Committee so determines pursuant to Section Sections 8 or 9 of the Plan and 3.1(eSection 3.2(e) of this Agreement, upon the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise or receive value for his Options prior to such effective date.
(c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below:
(i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement;
(ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and
(iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule D B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement.
(d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(c3.3(c) or fails to meet the requirements set forth in Section 3.1(a).
Appears in 1 contract
Sources: Share Purchase and Option Plan (Willis Group Holdings PLC)
Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to to, and except as otherwise specified within, the terms and conditions of Section 3.1, 3.2 above.
(b) The Option over Earned Performance Shares that have has become vested and exercisable in accordance with Section 3.1 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events:
(i) The eighth anniversary of the Grant Date; or
(ii) Twelve months after The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or
(iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.1(c3.2(c) above; or
(iv) Six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.1(c3.2(c) above and termination is other than for Cause; or
(v) If the Committee so determines pursuant to Section 9 of the Plan and 3.1(e3.2(e) of this Agreement, upon the effective date of a Change of Control, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date.
(c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below:
(i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement;
(ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and
(iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule D B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement.
(d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(c3.3(c) or fails to meet the requirements set forth in Section 3.1(a).
Appears in 1 contract
Expiration of Options. (a) The Option shall immediately lapse upon termination upon:
(i) Termination of the Optionee’s 's employment, subject to to, and except as otherwise specified within, the terms and conditions of Section 3.13.2 above; or
(ii) Optionee's failure to execute the Agreement for Restrictive Covenants, aboveif applicable, and Other Obligations pursuant to Article V below within 45 days of the Grant Date; or
(iii) Optionee's failure to execute the form of joint election with his employing company as described in Section 2.5 above within 45 days of the Grant Date; or
(iv) Optionee's failure to execute and deliver the Option Acceptance Form within 45 days of the Grant Date.
(b) The Option over Earned Performance Shares that have become vested and exercisable in accordance with Section 3.1 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events:
(i) The eighth seventh anniversary of the Grant Date; or
(ii) Twelve months after The first anniversary of the date of the Optionee’s 's termination of employment by reason of death Death or Permanent Disability; or
(iii) Ninety days after the date of any termination of the Optionee’s 's employment by the Company for Cause or its Subsidiary for any reason by Optionee without Good Reason; or
(iv) Ninety days after the date of termination of Optionee's employment other than (Aas set forth in Section 3.2(b) death or Permanent Disability or (B) c), above or where the Committee Board has exercised its discretion in accordance with Section 3.1(c) above; or
(iv) Six 3.2(c)(ii), the period shall be six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.1(c) above and termination is other than for Cause; ortermination;
(v) If the Committee Board so determines pursuant to Section 9 10 of the Plan and 3.1(e) of this AgreementPlan, upon the effective date of a Change of Control, so long merger, amalgamation pursuant to Bermuda law, or other consolidation of the Company or group of companies collectively known as Willis Group, or other similar event, as provided in the Plan, ▇▇ ▇▇▇g as Optionee has a reasonable opportunity to exercise his Options prior to such effective date.
(c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below:
(i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement;
(ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and
(iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule D for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement.
(d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(c).
Appears in 1 contract
Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to to, and except as otherwise specified within, the terms and conditions of Section 3.1, 3.2 above.
(b) The Option over Earned Performance Shares that have has become vested and exercisable in accordance with Section 3.1 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events:
(i) The eighth anniversary of the Grant Date; or
(ii) Twelve months after The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or
(iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where the Committee has exercised its discretion in accordance with Section 3.1(c3.2(c) above; or
(iv) Six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.1(c3.2(c) above and termination is other than for Cause; or
(v) If the Committee so determines pursuant to Section Sections 8 or 9 of the Plan and 3.1(e) Section 2.4 of this Agreement, upon the effective date of a Change of Control, merger, amalgamation pursuant to Irish law, or other consolidation of the Company or group of companies collectively known as ▇▇▇▇▇▇ Group, or other similar event, as provided in the Plan, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date.
(c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below:
(i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement;
(ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and
(iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule D B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement.
(d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(c3.3(c) or fails to meet the requirements set forth in Section 3.1(e).
Appears in 1 contract
Sources: Share Purchase and Option Agreement (Willis Group Holdings PLC)
Expiration of Options. (a) The Option shall immediately lapse upon the termination of the Optionee’s employment, subject to to, and except as otherwise specified within, the terms and conditions of Section 3.1, 3.2 above.
(b) The Option over Earned Performance Shares that have has become vested and exercisable in accordance with Section 3.1 3.2 will cease to be exercisable by the Optionee upon the first to occur of the following events:
(i) The eighth anniversary of the Grant Date; or
(ii) Twelve months after The first anniversary of the date of the Optionee’s termination of employment by reason of death or Permanent Disability; or
(iii) Ninety days after the date of any termination of the Optionee’s employment by the Company or its Subsidiary for any reason Cause or by Optionee without Good Reason; or
(iv) Ninety days after the date of termination of Optionee’s employment other than (Aas set forth in Section 3.2(b) death or Permanent Disability or (B) d), above or where the Committee Board has exercised its discretion in accordance with Section 3.1(c) above; or
(iv) Six 3.2(c), the period shall be six calendar months after the date of termination provided the Committee has exercised its discretion pursuant to Section 3.1(c) above and termination is other than for Cause; ortermination;
(v) If the Committee so determines pursuant to Section 9 of the Plan and 3.1(e) of this AgreementPlan, upon the effective date of a Change of Control, merger, amalgamation pursuant to Irish law, or other consolidation of the Company or group of companies collectively known as ▇▇▇▇▇▇ Group, or other similar event, as provided in the Plan, so long as the Optionee has a reasonable opportunity to exercise his Options prior to such effective date.
(c) The Optionee agrees to execute and deliver the following agreements or other documents in connection with the grant of the Option within the period set forth below:
(i) the Optionee must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VII below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement;
(ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement; and
(iii) the Optionees who are resident in the United Kingdom must execute the form of joint election as described in terms set forth in Schedule D B for the United Kingdom and deliver it to their employing company within 45 days of the receipt of this Agreement.
(d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(c3.3(c) or fails to meet the requirements set forth in Section 3.1(e).
Appears in 1 contract