Termination and Acceleration of Option Clause Samples

Termination and Acceleration of Option. (a) In the event that the Optionee ceases to be an employee of the either the Company or one of its subsidiaries for any reason, then the portion of the Option which is unvested as of the date of such termination shall terminate and be of no further force or effect and, except as specified in Section 4(c), the portion of the Option which is vested as of the date of such termination shall terminate ninety (90) days thereafter and be of no further force or effect. For purposes of this Agreement, Optionee shall not be deemed to have ceased to be an employee of the Company so long as he continues to be an employee, or serve as an officer, of the Company or one or more of its subsidiaries. (b) Notwithstanding anything else herein to the contrary, the Option shall automatically vest and become immediately exercisable upon the occurrence of a Change of Control as provided in Section 7(h) of the Plan prior to the expiration or termination of this Option. Such acceleration shall be effective as of the date of that the Change of Control occurs and each Option so accelerated may be exercised by the Optionee during the twelve (12) month period beginning on such date, provided, however, that the Option may not be exercised after the end of the Option Period. (c) In the event that the Optionee ceases to be an employee of the Company during the Option Period by reason of death or total and permanent disability, then the unvested portion of the Option shall terminate and be of no further force or effect and the vested portion of the Option may be exercised by the person or persons entitled thereto under the Optionee's will or the laws for descent and distribution during the twelve (12) month period beginning on such date, provided, however, that the Option may not be exercised after the end of the Option Period.
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Termination and Acceleration of Option. (a) Anything contained herein to the contrary notwithstanding, upon a sale or transfer of all or substantially all of the assets of the Company to another corporation (other than a wholly-owned subsidiary), person or entity, or upon a distribution by the Company of its assets as a liquidating or partial liquidating dividend with respect to the Common Stock, or upon the happening of any other similar event affecting the Common Stock, then following a determination by the Board to effect or proceed with such event or transaction, the Board or the Administrator, in its sole discretion and upon at least ten (10) days’ written notice to the holder of all or any portion of this Option, may either (i) accelerate the exercisability of all or any portion of this Option to a date prior to the effectiveness of such event or transaction, notwithstanding any other provisions contained in this Agreement which require this Option to be outstanding for a minimum amount of time prior to exercise, or (ii) accelerate the exercisability of all or any portion of this Option, as provided in the preceding clause (i), and provide that any unexercised portion of this Option shall terminate as of the effective date of such event or transaction. (b) Anything contained herein to the contrary notwithstanding, the consummation of the Company’s sale of its Common Stock in a bona fide, firm commitment or best efforts underwriting pursuant to a registration statement under the Securities Act in which the gross proceeds to the Company are not less than twenty million dollars ($20,000,000) (an “Initial Public Offering”), then following a determination by the Board to effect or proceed with an Initial Public Offering, the Board or the Committee, in its sole discretion and upon at least ten (10) days’ written notice to the holder of all or any portion of this Option, may either (i) accelerate the exercisability of all or any portion of this Option to a date prior to the effectiveness of such event or transaction, notwithstanding any other provisions contained in this Agreement which require this Option to be outstanding for a minimum amount of time prior to exercise, or (ii) accelerate the exercisability of all or any portion of this Option, as provided in the preceding clause (i), and provide that the any unexercised portion of this Option shall terminate as of the effective date of the Initial Public Offering. (c) Anything contained herein to the contrary notwithstanding, in the event of a ...
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Termination and Acceleration of Option. A. The unexercised portion of this Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following: (i) the date on which the Optionee's employment is terminated for cause; (ii) three months after the date on which the Optionee's employment is terminated for any reason other than for cause (in which case (i) applies). B. After the occurrence of any event described in Section 4C (i) or (ii), the Company in its sole discretion, may, after giving appropriate written notice to any Optionee holding one or more outstanding unexercised Options, cancel any Option which has not been exercised within thirty (30) days (or such other period as the Company shall determine) after the date of such notice. C. This Option shall become immediately fully exercisable: (i) if the shareholders of the Company shall approve a plan of merger, consolidation, reorganization, liquidation, or dissolution in which the Company does not survive (unless the approved merger, consolidation, reorganization, liquidation, or dissolution is subsequently abandoned); or (ii) if the shareholders of the Company shall approve a plan for the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the Company (unless such plan is subsequently abandoned).
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Termination and Acceleration of Option 
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Related to Termination and Acceleration of Option

  • Termination of Option (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates: (i) The Expiration Date; (ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and (iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”). (b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates: (i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and (iii) The date of the Optionee’s death or the Disability Determination Date, as applicable. (c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position. (d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.

  • Suspension of Service and Acceleration If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

  • Termination of Options The Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee’s Separation, all Options that are exercisable at the time of (or become exercisable after) such Change in Control will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2020 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the date of Separation. (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 2020, or (ii) the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

  • Special Acceleration of Option (a) In the event of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice. (b) Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control. (c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.