Common use of Term of Options Exercisability Clause in Contracts

Term of Options Exercisability. (a) Term The Option shall expire Six (6) Years from the date of this Agreement, but shall be subject to earlier termination as herein provided. (i) Except as otherwise provided in this Section 2, if the Optionee at any time hereafter ceases for any reason to be employed as an employee of the Company or one of its Subsidiaries, or ceases for any reason to serve as a Director of the Company, the Option granted to the Optionee hereunder shall terminate 12 months after the day following the date the Optionee ceases employment or services as a Director with the Company or one of its Subsidiaries, or on the date on which the Option expires pursuant to this Agreement, whichever occurs first. For the purpose of this section, the Optionee's termination and/or resignation date shall be the date of `Letter of Termination' or `Letter of resignation' (as the case may be). (ii) Notwithstanding paragraph (i) hereof, if such termination of employment or of directorship is because the Optionee has become permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code")), the Option granted hereunder shall terminate on the first anniversary of the date such Optionee ceases to be an employee or Director of the Company or one of its Subsidiaries, or on the date on which the Option expires pursuant to this Agreement, whichever occurs first. (iii) Notwithstanding paragraph (i) hereof, in the event of the death of the Optionee, the Option granted to such Optionee shall terminate on the first anniversary of the date of the Optionee's death, or on the date on which the Option expires pursuant to this Agreement, whichever occurs first. (iv) Notwithstanding paragraph (i) hereof, if the Optionee at any time hereafter ceases to be an employee of the Company or one of its Subsidiaries on account of his/her termination for "cause," or to the termination of his/her directorship under circumstances of "cause" the Option granted to the Optionee hereunder and all rights of the Optionee under this Agreement to the extent not exercised shall be automatically canceled and terminated on the date the Optionee ceases employment or directorship with the Company or one of its Subsidiaries. For this purpose, termination for "cause" means the following: the Optionee's violation of copyright/trademark protection maintained by the Company or its Subsidiaries; the Optionee's engaging or assisting in any business in competition with the Company or one of its Subsidiaries as an employee, owner, partner, director, officer, stockholder, consultant or agent (ownership of minority interests in publicly-traded corporations, partnerships or companies or of 5% or less of the equity of privately-held corporations, partnerships or companies shall not be considered competition for purposes of this Agreement); the Optionee's dishonesty, or acting in any manner inconsistent with the utmost good faith and loyalty in the performance of the Optionee's duties; failure of the Optionee to perform his duties to the reasonable satisfaction of the Company or its Subsidiaries or similar circumstances that may apply to Directors as may be set forth in applicable law or jurisprudence. .

Term of Options Exercisability. (a) Term The Each Option shall expire Six not more than ten (610) Years years from the date of this Agreementthe granting thereof, but shall be subject to earlier termination as herein provided. (ib) Except as otherwise provided in this Section 24, if the Optionee at any time hereafter Employee ceases for any reason to be employed as an employee of the Company or one of its Subsidiaries, or ceases for any reason to serve as a Director of the Company, the Option granted to the Optionee Employee hereunder shall terminate 12 months on the date that is ninety (90) days after the day following Employee ceases to be an employee of the date the Optionee ceases employment or services as a Director with the Company or one of its SubsidiariesCompany, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. For , and the purpose of this section, the Optionee's termination and/or resignation date Option shall not be the date of `Letter of Termination' or `Letter of resignation' (as the case may be)exercisable after such date. (iic) Notwithstanding paragraph (i) hereof, if If such termination of employment or of directorship is because the Optionee Employee has become permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "“Code"”)), the such Option granted hereunder shall terminate on the first anniversary of ninety (90) days from the date such Optionee the Employee ceases to be an employee or Director of the Company or one of its Subsidiariesemployee, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. (iiid) If such termination of employment is “for cause”, all outstanding and unexercised portions of the Option as of the time the Employee is notified that the Employee’s employment is terminated “for cause” will immediately be forfeited. For purposes of this Agreement, “cause” shall include (and is not limited to) dishonesty with respect to the Company or any of its affiliates, breach of fiduciary duty, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, material failure or refusal to comply with Company’s published policies generally applicable to all employees, and conduct materially harmful to the business of the Company or any of its affiliates. The determination of the Compensation Committee (as defined in the 2016 Plan) as to the existence of “cause” will be conclusive on the Employee and the Company. In addition, “cause” is not limited to events which have occurred prior to the Employee’s termination of employment, nor is it necessary that the Compensation Committee’s finding of “cause” occur prior to termination. If the Compensation Committee determines, subsequent to the Employee’s termination of employment but prior to the exercise of the Option, or any portion thereof, that either prior or subsequent to the Employee’s termination the Employee engaged in conduct which would constitute “cause”, then the right to exercise any outstanding unexercised portion of the Option will be immediately forfeited. Notwithstanding paragraph the foregoing, any definition in an agreement between the Employee and the Company which (i) hereof, contains a conflicting definition of “cause” for termination and (ii) is in effect at the time of such termination shall supersede the definition in this Agreement with respect to the Employee. (e) In the event of the death of the OptioneeEmployee, the Option granted to such Optionee the Employee shall terminate on the first anniversary of ninety (90) days from the date of the Optionee's death, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. (ivf) Notwithstanding paragraph (i) hereof, if If the Optionee at any time hereafter ceases Employees cease to be an employee of the Company or one of its Subsidiaries on account of his/her termination for "cause," or to the termination of his/her directorship under circumstances of "cause" Company, the Option granted to the Optionee hereunder and all rights of the Optionee under this Agreement shall be exercisable only to the extent not exercised shall be automatically canceled that the right to purchase Shares under such Option, as provided in Section 3, has accrued and terminated is in effect on the date of termination of employment. (g) No partial exercise may be made for less than one (1) full Share. (h) In the Optionee ceases employment or directorship with event of the Company or one death of its Subsidiaries. For this purposethe Employee, termination for "cause" means the following: the Optionee's violation of copyright/trademark protection maintained Option may be exercised by the Company or its Subsidiaries; the Optionee's engaging or assisting in any business in competition with the Company or one of its Subsidiaries as an employee, owner, partner, director, officer, stockholder, consultant or agent (ownership of minority interests in publicly-traded corporations, partnerships or companies or of 5% or less estate of the equity of privately-held corporations, partnerships or companies shall not be considered competition for purposes of this Agreement); the Optionee's dishonestyEmployee, or acting in by any manner inconsistent with person or persons who acquired the utmost good faith right to exercise the Option by will or pursuant to the laws of descent and loyalty in the performance distribution as a result of the Optionee's duties; failure death of the Optionee Employee, subject to perform his duties to the reasonable satisfaction of the Company or its Subsidiaries or similar circumstances that may apply to Directors as may be set forth in applicable law or jurisprudence. Section 4(d) hereof.

Term of Options Exercisability. (a) Term The Each Option shall expire Six not more than ten (610) Years years from the date of this Agreementthe granting thereof, but shall be subject to earlier termination as herein provided. (ib) Except as otherwise provided in this Section 24, if the Optionee at any time hereafter Employee ceases for any reason to be employed as an employee of the Company or one of its Subsidiaries, or ceases for any reason to serve as a Director of the Company, the Option granted to the Optionee Employee hereunder shall terminate 12 months on the date that is sixty (60) days after the day following Employee ceases to be an employee of the date the Optionee ceases employment or services as a Director with the Company or one of its SubsidiariesCompany, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. For , and the purpose of this section, the Optionee's termination and/or resignation date Option shall not be the date of `Letter of Termination' or `Letter of resignation' (as the case may be)exercisable after such date. (iic) Notwithstanding paragraph (i) hereof, if If such termination of employment or of directorship is because the Optionee Employee has become permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "“Code"”)), the such Option granted hereunder shall terminate on the first anniversary of sixty (60) days from the date such Optionee the Employee ceases to be an employee or Director of the Company or one of its Subsidiariesemployee, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. (iiid) If such termination of employment is “for cause”, all outstanding and unexercised portions of the Option as of the time the Employee is notified that the Employee’s employment is terminated “for cause” will immediately be forfeited. For purposes of this Agreement, “cause” shall include (and is not limited to) dishonesty with respect to the Company or any of its affiliates, breach of fiduciary duty, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, material failure or refusal to comply with Company’s published policies generally applicable to all employees, and conduct materially harmful to the business of the Company or any of its affiliates. The determination of the Compensation Committee (as defined in the 2010 Plan) as to the existence of “cause” will be conclusive on the Employee and the Company. In addition, “cause” is not limited to events which have occurred prior to the Employee’s termination of employment, nor is it necessary that the Compensation Committee’s finding of “cause” occur prior to termination. If the Compensation Committee determines, subsequent to the Employee’s termination of employment but prior to the exercise of the Option, or any portion thereof, that either prior or subsequent to the Employee’s termination the Employee engaged in conduct which would constitute “cause”, then the right to exercise any outstanding unexercised portion of the Option will be immediately forfeited. Notwithstanding paragraph the foregoing, any definition in an agreement between the Employee and the Company which (i) hereof, contains a conflicting definition of “cause” for termination and (ii) is in effect at the time of such termination shall supersede the definition in this Agreement with respect to the Employee. (e) In the event of the death of the OptioneeEmployee, the Option granted to such Optionee the Employee shall terminate on the first anniversary of ninety (90) days from the date of the Optionee's death, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. (ivf) Notwithstanding paragraph (i) hereof, if If the Optionee at any time hereafter Employees ceases to be an employee of the Company or one of its Subsidiaries on account of his/her termination for "cause," or to the termination of his/her directorship under circumstances of "cause" Company, the Option granted to the Optionee hereunder and all rights of the Optionee under this Agreement shall be exercisable only to the extent not exercised shall be automatically canceled that the right to purchase Shares under such Option, as provided in Section 3, has accrued and terminated is in effect on the date of termination of employment. (g) No partial exercise may be made for less than fifty (50) full Shares. (h) In the Optionee ceases employment or directorship with event of the Company or one death of its Subsidiaries. For this purposethe Employee, termination for "cause" means the following: the Optionee's violation of copyright/trademark protection maintained Option may be exercised by the Company or its Subsidiaries; the Optionee's engaging or assisting in any business in competition with the Company or one of its Subsidiaries as an employee, owner, partner, director, officer, stockholder, consultant or agent (ownership of minority interests in publicly-traded corporations, partnerships or companies or of 5% or less estate of the equity of privately-held corporations, partnerships or companies shall not be considered competition for purposes of this Agreement); the Optionee's dishonestyEmployee, or acting in by any manner inconsistent with person or persons who acquired the utmost good faith right to exercise the Option by will or pursuant to the laws of descent and loyalty in the performance distribution as a result of the Optionee's duties; failure death of the Optionee Employee, subject to perform his duties to the reasonable satisfaction of the Company or its Subsidiaries or similar circumstances that may apply to Directors as may be set forth in applicable law or jurisprudence. Section 4(d) hereof.

Term of Options Exercisability. (a) Term The Term. (1) Each Option shall expire Six not more than ten (610) Years years from the date of this Agreementthe granting thereof, but shall be subject to earlier termination as herein provided. (i2) Except as otherwise provided in this Section 24, if the Optionee at any time hereafter Participant ceases for any reason to be employed as an employee of have the same relationship with the Company or one of its Subsidiaries, or ceases for any reason to serve as a Director of which was in existence on the Companydate the Option was granted, the Option granted to the Optionee Participant hereunder shall terminate 12 months on the date that is ninety (90) days after the day following the date the Optionee Participant ceases employment or services as a Director to have such relationship with the Company or one of its SubsidiariesCompany, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. For the purpose of this section, the Optionee's termination and/or resignation date and such Option shall not be the date of `Letter of Termination' or `Letter of resignation' (as the case may be)exercisable after such date. (ii3) Notwithstanding paragraph (i) hereof, if If such termination of employment or of directorship relationship is because the Optionee Participant has become permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code")), the Option granted hereunder shall terminate on the first anniversary of ninety (90) days from the date such Optionee the Participant ceases to be an employee or Director of the Company or one of its Subsidiariesa Participant, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. (iii4) If the relationship of the Participant with the Company is terminated “for cause”, all outstanding and unexercised portions of the Option as of the time the Participant is notified that the Participant’s service is terminated “for cause” will immediately be forfeited. For purposes of this Agreement, “cause” shall include (and is not limited to) dishonesty with respect to the Company or any of its affiliates, breach of fiduciary duty, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, material failure or refusal to comply with Company’s published policies generally applicable to all employees, and conduct materially harmful to the business of the Company or any of its affiliates. The determination of the Compensation Committee (as defined in the 2016 Plan) as to the existence of “cause” will be conclusive on the Participant and the Company. In addition, “cause” is not limited to events which have occurred prior to the Participant’s termination of service, nor is it necessary that the Compensation Committee’s finding of “cause” occur prior to termination. If the Compensation Committee determines, subsequent to the Participant’s termination of service but prior to the exercise of the Option, or any portion thereof, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute “cause”, then the right to exercise any outstanding unexercised portion of the Option will be immediately forfeited. Notwithstanding paragraph the foregoing, any definition in an agreement between the Participant and the Company which (i) hereof, contains a conflicting definition of “cause” for termination and (ii) is in effect at the time of such termination shall supersede the definition in this Agreement with respect to the Participant. (5) In the event of the death of the OptioneeParticipant, the Option granted to such Optionee the Participant shall terminate on the first anniversary of ninety (90) days from the date of the Optionee's death, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. (iv) Notwithstanding paragraph (i) hereof, if the Optionee at any time hereafter ceases to be an employee of the Company or one of its Subsidiaries on account of his/her termination for "cause," or to the termination of his/her directorship under circumstances of "cause" the Option granted to the Optionee hereunder and all rights of the Optionee under this Agreement to the extent not exercised shall be automatically canceled and terminated on the date the Optionee ceases employment or directorship with the Company or one of its Subsidiaries. For this purpose, termination for "cause" means the following: the Optionee's violation of copyright/trademark protection maintained by the Company or its Subsidiaries; the Optionee's engaging or assisting in any business in competition with the Company or one of its Subsidiaries as an employee, owner, partner, director, officer, stockholder, consultant or agent (ownership of minority interests in publicly-traded corporations, partnerships or companies or of 5% or less of the equity of privately-held corporations, partnerships or companies shall not be considered competition for purposes of this Agreement); the Optionee's dishonesty, or acting in any manner inconsistent with the utmost good faith and loyalty in the performance of the Optionee's duties; failure of the Optionee to perform his duties to the reasonable satisfaction of the Company or its Subsidiaries or similar circumstances that may apply to Directors as may be set forth in applicable law or jurisprudence. .

Term of Options Exercisability. (a) Term The Each Option shall expire Six not more than ten (610) Years years from the date of this Agreementthe granting thereof, but shall be subject to earlier termination as herein provided. (ib) Except as otherwise provided in this Section 24, if the Optionee at any time hereafter Participant ceases for any reason to be employed as an employee of the Company or one of its Subsidiaries, or ceases for any reason to serve as a Director of the Company, the Option granted to the Optionee Participant hereunder shall terminate 12 months on the date that is ninety (90) days after the day following Participant ceases to be an employee of the date the Optionee ceases employment or services as a Director with the Company or one of its SubsidiariesCompany, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. For , and the purpose of this section, the Optionee's termination and/or resignation date Option shall not be the date of `Letter of Termination' or `Letter of resignation' (as the case may be)exercisable after such date. (iic) Notwithstanding paragraph (i) hereof, if If such termination of employment or of directorship is because the Optionee Participant has become permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "“Code"”)), the such Option granted hereunder shall terminate on the first anniversary of ninety (90) days from the date such Optionee the Participant ceases to be an employee or Director of the Company or one of its Subsidiariesemployee, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. (iiid) If such termination of employment is “for cause”, all outstanding and unexercised portions of the Option as of the time the Participant is notified that the Participant’s employment is terminated “for cause” will immediately be forfeited. For purposes of this Agreement, “cause” shall include (and is not limited to) dishonesty with respect to the Company or any of its affiliates, breach of fiduciary duty, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, material failure or refusal to comply with Company’s published policies generally applicable to all employees, and conduct materially harmful to the business of the Company or any of its affiliates. The determination of the Compensation Committee (as defined in the 2016 Plan) as to the existence of “cause” will be conclusive on the Participant and the Company. In addition, “cause” is not limited to events which have occurred prior to the Participant’s termination of employment, nor is it necessary that the Compensation Committee’s finding of “cause” occur prior to termination. If the Compensation Committee determines, subsequent to the Participant’s termination of employment but prior to the exercise of the Option, or any portion thereof, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute “cause”, then the right to exercise any outstanding unexercised portion of the Option will be immediately forfeited. Notwithstanding paragraph the foregoing, any definition in an agreement between the Participant and the Company which (i) hereof, contains a conflicting definition of “cause” for termination and (ii) is in effect at the time of such termination shall supersede the definition in this Agreement with respect to the Participant. (e) In the event of the death of the OptioneeParticipant, the Option granted to such Optionee the Participant shall terminate on the first anniversary of ninety (90) days from the date of the Optionee's death, or on the date on which the Option expires pursuant to this Agreementby its terms, whichever occurs first. (ivf) Notwithstanding paragraph (i) hereof, if If the Optionee at any time hereafter Participant ceases to be an employee of the Company or one of its Subsidiaries on account of his/her termination for "cause," or to the termination of his/her directorship under circumstances of "cause" Company, the Option granted to the Optionee hereunder and all rights of the Optionee under this Agreement shall be exercisable only to the extent not exercised shall be automatically canceled that the right to purchase Shares under such Option, as provided in Section 3, has accrued and terminated is in effect on the date of termination of employment. (g) No partial exercise may be made for less than one (1) full Share. (h) In the Optionee ceases employment or directorship with event of the Company or one death of its Subsidiaries. For this purposethe Participant, termination for "cause" means the following: the Optionee's violation of copyright/trademark protection maintained Option may be exercised by the Company or its Subsidiaries; the Optionee's engaging or assisting in any business in competition with the Company or one of its Subsidiaries as an employee, owner, partner, director, officer, stockholder, consultant or agent (ownership of minority interests in publicly-traded corporations, partnerships or companies or of 5% or less estate of the equity of privately-held corporations, partnerships or companies shall not be considered competition for purposes of this Agreement); the Optionee's dishonestyParticipant, or acting in by any manner inconsistent with person or persons who acquired the utmost good faith right to exercise the Option by will or pursuant to the laws of descent and loyalty in the performance distribution as a result of the Optionee's duties; failure death of the Optionee Participant, subject to perform his duties to the reasonable satisfaction of the Company or its Subsidiaries or similar circumstances that may apply to Directors as may be set forth in applicable law or jurisprudence. Section 4(d) hereof.