Common use of Other Termination Events Clause in Contracts

Other Termination Events. (i) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated prior to the Vesting Date as a result of any of the following events: A. your death; B. your Disability; or C. your Normal Retirement; then, notwithstanding Section 2 of this Agreement, this Option shall become vested and exercisable as to a number of shares of Stock equal to the product of (I) the total number of shares of Stock initially subject to this Option times (II) a fraction, the numerator of which is the number of full months (counting the month in which your termination of employment occurs as a full month), beginning with the first full month following the date of this Agreement, during which you were employed by the Company and/or any Subsidiary and the denominator of which is 36; provided, that, if application of the foregoing calculation would result in you becoming vested in a fractional number of shares, the number of vested shares shall be rounded up to the nearest whole share. The portion, if any, of this Option that thereby becomes vested and exercisable may be exercised by you at any time during the period specified in Section 4(d)(ii) below. The portion, if any, of this Option that does not thereby become vested and exercisable as of the date of the termination of your employment relationship shall terminate as of the date of termination and shall never become exercisable. (ii) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for one of the reasons specified in clauses (A) or (B) of Section 4(d)(i) above, then this Option, to the extent then vested and exercisable (including pursuant to Section 4(d)(i) above), may be exercised by you at any time during the period ending on the earlier to occur of (A) the date that is six (6) months following such termination, or (B) the Expiration Date. If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for the reason specified in clause (C) of Section 4(d)(i) above, then this Option, to the extent then vested and exercisable, may be exercised by you at any time prior to the Expiration Date. (iii) For purposes of this Section 4(d), “Disability” shall have the meaning ascribed to it in the Severance Agreement between you and the Company or one of its Subsidiaries; and “Normal Retirement” shall mean the termination of your employment relationship with the Company and each of its Subsidiaries by which you are employed due to your retirement on or after the date you attain age 60.

Other Termination Events. (i) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated prior to the Vesting Date as a result of any of the following events: A. your death; B. your Disability; or; C. your Normal Retirement; or D. a termination by the Company and its Subsidiaries that is not a Termination for Cause or a termination by you that is a Termination for Good Reason; then, notwithstanding Section 2 of this Agreement, this Option shall become vested and exercisable as to a number of shares of Stock equal to the product of (I) the total number of shares of Stock initially subject to this Option times (II) a fraction, the numerator of which is the number of full months (counting the month in which your termination of employment occurs as a full month), beginning with the first full month following the date of this Agreement, during which you were employed by the Company and/or any Subsidiary and the denominator of which is 36; provided, that, if application of the foregoing calculation would result in you becoming vested in a fractional number of shares, the number of vested shares shall be rounded up to the nearest whole share. The portion, if any, of this Option that thereby becomes vested and exercisable may be exercised by you at any time during the period specified in Section 4(d)(ii4(c)(ii) below. The portion, if any, of this Option that does not thereby become vested and exercisable as of the date of the termination of your employment relationship shall terminate as of the date of termination and shall never become exercisable. (ii) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for one of the reasons specified in clauses (A), (B) or (BD) of Section 4(d)(i4(c)(i) above, then this Option, to the extent then vested and exercisable (including pursuant to Section 4(d)(i4(c)(i) above), may be exercised by you at any time during the period ending on the earlier to occur of (A) the date that is six (6) months following such termination, or (B) the Expiration Date; provided, that, if any such termination (I) is a termination by the Company and its Subsidiaries that is not a Termination for Cause or a termination by you that is a Termination for Good Reason and (II) occurs upon or following the occurrence of a Change in Control, then this Option, to the extent then vested and exercisable, may be exercised by you at any time prior to the Expiration Date. If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for the reason specified in clause (C) of Section 4(d)(i4(c)(i) above, then this Option, to the extent then vested and exercisable, may be exercised by you at any time prior to the Expiration Date. (iii) For purposes of this Section 4(d4(c), “Disability” shall have the meaning ascribed to it in the Severance Agreement between you and the Company or one of its Subsidiaries; and “Normal Retirement” shall mean the termination of your employment relationship with the Company and each of its Subsidiaries by which you are employed due to your retirement on or after the date you attain age 60.

Other Termination Events. (i) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated prior to the Vesting Date as a result of any of the following events: A. your death; B. your Disability; or; C. your Normal Retirement; or D. a termination by the Company and its Subsidiaries that is not a Termination for Cause or a termination by you that is a Termination for Good Reason; then, notwithstanding Section 2 of this Agreement, this Option shall become vested and exercisable as to a number of shares of Stock equal to the product of (I) the total number of shares of Stock initially subject to this Option times (II) a fraction, the numerator of which is the number of full months (counting the month in which your termination of employment occurs as a full month), beginning with the first full month following the date of this Agreement, during which you were employed by the Company and/or any Subsidiary and the denominator of which is 36; provided, that, if application of the foregoing calculation would result in you becoming vested in a fractional number of shares, the number of vested shares shall be rounded up to the nearest whole share. The portion, if any, of this Option that thereby becomes vested and exercisable may be exercised by you at any time during the period specified in Section 4(d)(ii4(c)(ii) below. The portion, if any, of this Option that does not thereby become vested and exercisable as of the date of the termination of your employment relationship shall terminate as of the date of termination and shall never become exercisable. (ii) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for one of the reasons specified in clauses (A) or (B) of Section 4(d)(i4(c)(i) above, then this Option, to the extent then vested and exercisable (including pursuant to Section 4(d)(i4(c)(i) above), may be exercised by you at any time during the period ending on the earlier to occur of (A) the date that is six (6) months following such termination, or (B) the Expiration Date. If your employment relationship with ; provided, that, if any such termination (I) is a termination by the Company and each of its Subsidiaries that is not a Termination for Cause or a termination by which you are employed that is terminated a Termination for Good Reason and (II) occurs upon or following the reason specified occurrence of a Change in clause (C) of Section 4(d)(i) aboveControl, then this Option, to the extent then vested and exercisable, may be exercised by you at any time prior to the Expiration Date. (iii) For purposes of this Section 4(d4(c), “Disability” shall have the meaning ascribed to it in the Severance Agreement between you and the Company or one of its Subsidiaries; and “Normal Retirement” shall mean the termination of your employment relationship with the Company and each of its Subsidiaries by which you are employed due to your retirement on or after the date you attain age 60.

Other Termination Events. (i) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated prior to the Vesting Date as a result of any of the following events: A. your death; ; B. your DisabilityDisaability; or C. your Normal Retirement; Retirement then, notwithstanding Section 2 of this Agreement, this Option shall become vested and exercisable as to a number of shares of Stock equal to the product of (I) the total number of shares of Stock initially subject to this Option times (II) a fraction, the numerator of which is the number of full months (counting the month in which your termination of employment occurs as a full month), beginning with the first full month following the date of this Agreement, during which you were employed by the Company and/or any Subsidiary and the denominator of which is 36; provided, that, if application of the foregoing calculation would result in you becoming vested in a fractional number of shares, the number of vested shares shall be rounded up to the nearest whole share. The portion, if any, of this Option that thereby becomes vested and exercisable may be exercised by you at any time during the period specified in Section 4(d)(ii) below. The portion, if any, of this Option that does not thereby become vested and exercisable as of the date of the termination of your employment relationship shall terminate as of the date of termination and shall never become exercisable. (ii) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for one of the reasons specified in clauses (A) or (B) of Section 4(d)(i) above, then this Option, to the extent then vested and exercisable (including pursuant to Section 4(d)(i) above), may be exercised by you at any time during the period ending on the earlier to occur of (A) the date that is six (6) months following such termination, or (B) the Expiration Date. If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for the reason specified in clause (C) of Section 4(d)(i) above, then this Option, to the extent then vested and exercisable, may be exercised by you at any time prior to the Expiration Date. (iii) For purposes of this Section 4(d), “Disability” shall have the meaning ascribed to it in the Severance Agreement between you and the Company or one of its Subsidiaries; and “Normal Retirement” shall mean the termination of your employment relationship with the Company and each of its Subsidiaries by which you are employed due to your retirement on or after the date you attain age 60.

Other Termination Events. (i) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated prior to the Vesting Date as a result of any of the following events: A. (i) your death; B. (ii) your Disability; (iii) your Normal Retirement; (iv) a termination by you that is a Termination for Good Reason; or C. your Normal Retirement; then(v) a termination by the Company that is not a Termination for Cause, notwithstanding Section 2 of this Agreement, this Option shall become vested and exercisable as to then the restrictions on a number of shares Restricted Shares shall automatically lapse such that the number of Stock Restricted Shares for which the restrictions have lapsed as of the termination date will be equal to the product of (Ii) the total number of shares of Stock initially subject Restricted Shares granted to you pursuant to this Option Agreement, times (IIii) a fraction, the numerator of which is the number of full months (counting the month in which your termination of employment occurs as a full month), beginning with the first full month following the date of this AgreementMarch ______, during which you were employed by the Company and/or any Subsidiary and the denominator of which is 3636 (the “Pro-Rata Formula”); provided, provided that, if application in the case of Normal Retirement, all of the foregoing calculation would result in you becoming Restricted Shares granted pursuant to this Agreement shall become immediately and unconditionally vested in a fractional number of shares, the number of vested shares and unrestricted and shall not be rounded up to the nearest whole shareso pro rated. The portion, if any, of this Option your Restricted Shares for which the restrictions have not lapsed as of the termination date of your employment relationship shall become null and void as of the termination date; provided, however, that thereby becomes vested and exercisable may be exercised by you at any time during the period specified in Section 4(d)(ii) below. The portion, if any, of this Option that does not thereby become vested and exercisable as of the date of the termination of your employment relationship shall terminate Award for which forfeiture restrictions have lapsed as of the date of termination and shall never become exercisable. (ii) If survive. Notwithstanding the forgoing, if your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for one of the reasons specified in clauses (A) or (B) of Section 4(d)(i) above, then this Option, prior to the extent then vested Vesting Date, but upon or following a Change in Control, (x) by the Company and exercisable such Subsidiaries and such termination is not a Termination for Cause, (including pursuant to Section 4(d)(iy) above), may be exercised by you at any time during the period ending on the earlier and such termination is a Termination for Good Reason, or due to occur of (A) the date that Forced Relocation, whether or not such termination is six (6) months following such terminationalso in connection with a Change in Control, or (Bz) the Expiration Date. If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for the reason specified in clause death or Disability (C) of Section 4(d)(i) aboveas defined below), then all of the Restricted Shares granted pursuant to this Option, to the extent then Agreement shall become immediately and unconditionally vested and exercisable, may be exercised by you at any time prior to the Expiration Dateunrestricted. (iii) For purposes of this Section 4(d), “Disability” shall have the meaning ascribed to it in the Severance Agreement between you and the Company or one of its Subsidiaries; and “Normal Retirement” shall mean the termination of your employment relationship with the Company and each of its Subsidiaries by which you are employed due to your retirement on or after the date you attain age 60.

Other Termination Events. Except as otherwise provided in this Section 4(e), the Executive hereby agrees that no severance payments or benefits under Section 4(b) shall be payable or provided upon termination of the Executive’s employment with the Company (i) If your employment relationship with by the Company and each of its Subsidiaries for Cause; (ii) by which you are employed is terminated prior to the Vesting Date Executive without Good Reason; (iii) as a result of any the Executive’s death or Permanent Disability; or (iv) as a result of non-renewal of the following events: A. your death; B. your Disability; or C. your Normal Retirement; Employment Period by either the Executive or the Company pursuant to Section 2(a), and the Executive hereby waives any claim for such severance payment or benefits except for the Accrued Benefits. Notwithstanding the foregoing, in the event that, on or after the third anniversary of the Effective Date, this Agreement expires due to non-renewal by either Party or the Executive terminates his employment without Good Reason, in either case when no circumstances exist that would constitute grounds for termination of the Executive’s employment by the Company for Cause, then, notwithstanding in addition to the Accrued Benefits, and subject to the Executive’s timely execution and non-revocation of a Separation Agreement and Release: (i) the Company shall pay the Executive the Earned Performance Bonus (if any) in accordance with Section 2 of this Agreement4(b)(ii) and the Pro-Rata Bonus (if any) in accordance with Section 4(b)(iii), this Option (ii) the Executive’s outstanding unvested stock options and other equity awards shall not be forfeited upon such termination, and instead shall continue to become vested and exercisable (as to a number applicable) following such termination on the regularly scheduled vesting dates of shares of Stock equal the applicable awards (and subject to the product achievement of (I) any applicable performance objectives as determined following the total number end of shares of Stock initially subject to this Option times (II) a fractionany applicable performance period), the numerator of which is the number of full months (counting the month in which your notwithstanding such termination of employment occurs as a full month)the Executive’s employment, beginning with the first full month following the date of this Agreement, during which you were employed and (iii) all vested stock options held by the Company and/or any Subsidiary and the denominator of which is 36; provided, that, if application of the foregoing calculation would result in you becoming vested in a fractional number of shares, the number of vested shares Executive shall be rounded up to exercisable for five (5) years after the nearest whole share. The portion, if any, of this Option that thereby becomes vested and exercisable may be exercised by you at any time during the period specified in Section 4(d)(ii) below. The portion, if any, of this Option that does not thereby become vested and exercisable as of the date of the termination of your employment relationship shall terminate as of the date of termination and shall never become exercisable. (ii) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for one of the reasons specified in clauses (A) or (B) of Section 4(d)(i) above, then this Option, to the extent then vested and exercisable (including pursuant to Section 4(d)(i) above), may be exercised by you at any time during the period ending on the earlier to occur later of (A) the date that is six (6) months following such termination, Date of Termination or (B) the Expiration Date. If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for the reason specified in clause (C) of Section 4(d)(i) above, then this Option, to the extent then date that such stock option became vested and exercisableexercisable pursuant to this Section 4(e) (but, may be exercised by you at any time prior to the Expiration Date. (iii) For for purposes of this Section 4(dclarity, in no event later than the latest date under which the applicable stock option could have expired in accordance with its original terms under any circumstances), “Disability” shall have the meaning ascribed to it in the Severance Agreement between you and the Company or one of its Subsidiaries; and “Normal Retirement” shall mean the termination of your employment relationship with the Company and each of its Subsidiaries by which you are employed due to your retirement on or after the date you attain age 60.

Other Termination Events. (i) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated prior to the Vesting Date as a result of any of the following events: A. your death; B. your Disability; or C. your Normal Retirement; then, notwithstanding Section 2 of this Agreement, this Option shall become vested and exercisable as to a number of shares of Stock equal to the product of (I) the total number of shares of Stock initially subject to this Option times (II) a fraction, the numerator of which is the number of full months (counting the month in which your termination of employment occurs as a full month), beginning with the first full month following the date of this Agreement, during which you were employed by the Company and/or any Subsidiary and the denominator of which is 36; provided, that, if application of the foregoing calculation would result in you becoming vested in a fractional number of shares, the number of vested shares shall be rounded up to the nearest whole share. The portion, if any, of this Option that thereby becomes vested and exercisable may be exercised by you at any time during the period specified in Section 4(d)(ii) below. The portion, if any, of this Option that does not thereby become vested and exercisable as of the date of the termination of your employment relationship shall terminate as of the date of termination and shall never become exercisable. (ii) If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for one of the reasons specified in clauses (A) or (B) of Section 4(d)(i) above, then this Option, to the extent then vested and exercisable (including pursuant to Section 4(d)(i) above), may be exercised by you at any time during the period ending on the earlier to occur of (A) the date that is six (6) months following such termination, or (B) the Expiration Date. If your employment relationship with the Company and each of its Subsidiaries by which you are employed is terminated for one of the reason reasons specified in clause (C) of Section 4(d)(i) above, then this Option, to the extent then vested and exercisableexercisable (including pursuant to Section 4(d)(i) above), may be exercised by you at any time prior to the Expiration Date. (iii) For purposes of this Section 4(d), “Disability” shall have the meaning ascribed to it in the Severance Agreement between you and the Company or one of its Subsidiaries; and “Normal Retirement” shall mean the termination of your employment relationship with the Company and each of its Subsidiaries by which you are employed due to your retirement on or after the date you attain age 60.