Termination of Service or Death of the Optionee Clause Samples

The 'Termination of Service or Death of the Optionee' clause defines what happens to an individual's stock options if their employment or service with the company ends, or if they pass away. Typically, this clause outlines the time frame within which the optionee or their estate may exercise any vested options after termination or death, and specifies that unvested options are forfeited. Its core function is to provide clear rules for handling stock options in these situations, ensuring both the company and the optionee understand their rights and obligations when service ends or in the event of death.
Termination of Service or Death of the Optionee. Except as provided in this Section 5, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise. As used herein, the term “Termination of Service” means cessation of service after the Commencement Date (as defined in the Employment Agreement) for any reason, whether voluntary or involuntary, so that the Optionee is not an employee, a director or an advisory director of the Corporation or any affiliate of the Corporation. If the Optionee incurs a Termination of Service for any reason excluding death and Termination of Service for Cause (as defined in the Employment Agreement), the Optionee may, but only within the period of one year immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5). If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediately. In the event of the death of the Optionee prior to the Optionee’s Termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death (after giving effect to any acceleration of vesting as provided in the last paragraph of this Section 5), exercise this Option at any time within the one year period following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the market value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option. In the event that Optionee’s employment is terminated by the Corporation without Caus...
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Termination of Service or Death of the Optionee a. Except as provided in subparagraphs b., c., or d. of this paragraph 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable unless the Optionee, at the time the Optionee exercises this Option, has maintained “Continuous Service” (as defined herein) since the date of the grant of this Option. “Continuous Service” shall mean that the Optionee is an employee of TCF Financial or a subsidiary of TCF Financial at all times during the period beginning on the date of the granting of this Option and ending on a date no earlier than three months before the date of exercise of this Option, provided that such employment status is determined consistently with the requirements that would apply if this Option were an incentive stock option.
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Termination of Service or Death of the Optionee. Except as provided in this Section 5, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such
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Termination of Service or Death of the Optionee. Except as provided in the Plan, this Option shall not be exercisable unless the Optionee, at the time Optionee exercises this Option, has maintained “Continuous Service” (as defined in the Plan as in effect on the date of the grant of this Option) since the date of the grant of this Option.
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Termination of Service or Death of the Optionee a. Except as otherwise provided in subparagraphs b., c., or d. of this paragraph 5 or in paragraph 9, if prior to January 1, 2012, the Optionee shall cease to be employed as a result of retirement, voluntary resignation or termination by the Company for Cause, the Optionee may exercise this Option but only during the Exercise Period set forth in paragraph 1.b and only to the extent the Option was vested at the date of such termination. Option Shares that have not vested as of the date of such termination shall thereupon expire. For purposes of this Agreement, termination for Cause includes one or more of the following: (1) engaging in willful and recurring misconduct in not following the legitimate directions of the Board of Directors of the Company after fair warning; (2) conviction of a felony and all appeals from such conviction have been exhausted; (3) habitual drunkenness; (4) excessive absence from work which absence is not related to disability, illness, sick leave or vacations; or (5) engaging in continuous conflicts of interest between his personal interests and the interests of the Company after fair warning. b. If prior to January 1, 2012, the Optionee shall cease to be employed due to termination for Good Reason by the Optionee or termination without Cause by the Company, this Option shall not expire with respect to either vested or unvested Option Shares, and shall continue to be subject to the vesting and Exercise Period set forth in paragraph 1.b without the requirement that Optionee continue in the employ of the Company. For purposes of this Agreement, Good Reason termination includes one or more of the following: (1) any material diminution in the scope of the Optionee’s authority and responsibility (provided, however, in the event of any illness or injury which disables the Optionee from performing the Optionee’s duties, the Company may reassign the Optionee’s duties to one or more other employees until the Optionee is able to perform such duties); (2) a material diminution in the Optionee’s base compensation (salary, bonus opportunity, benefits or perquisites); (3) a material diminution in the authority, duties, responsibilities of the supervisor to whom the Optionee is required to report; (4) a material diminution in the budget over which the Optionee retains authority; (5) a material change in geographic location at which the Optionee must perform the services; (6) any other action or inaction that constitutes a material breach by the ...
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Termination of Service or Death of the Optionee. Except as hereinafter provided in this Section 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable unless the Optionee, at the time he or any Transferee exercises this Option, is then serving as a Director. If the Optionee ceases service as a Director for any reason other than for Cause, the Optionee or any Transferee may, but only within the one year period following such cessation of service and in no event after the Expiration Date, exercise this Option to the extent the Optionee or Transferee was entitled to exercise this Option on the date of his cessation of service as a Director. If the Optionee is terminated for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of such termination. In the event of the death of the Optionee during the one year exercise period referred to in the immediately preceding paragraph, the person to whom the Option has been transferred pursuant to Section 4 of this Agreement (whether (i) by will or the laws of descent and distribution, if this Option was not transferred by the Optionee prior to the Optionee's death, (ii) pursuant to a QDRO, during the Optionee's lifetime, or (iii) by gift, during the Optionee's lifetime) may, but only to the extent the Optionee or such Transferee was entitled to exercise this Option immediately prior to the Optionee's death, exercise this Option at any time within one year following the death of the Optionee.
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Related to Termination of Service or Death of the Optionee

  • Termination of Service (S) ViaCord and the Account Owner(s) may terminate each Service as provided in the applicable Exhibit. Termination of one Service will not terminate another Service, except as provided for in the event of non-payment for a Service. This Agreement will terminate when all Service(s) are completed or otherwise terminated.

  • Termination for Death or Disability If the Employee's employment is terminated by death or because of disability pursuant to Section 4.3, the Company shall pay to the estate of the Employee or to the Employee, as the case may be, all sums which would otherwise be payable to the Employee under Section 3 up to the end of the month in which the termination of his employment because of death or disability occurs.

  • Termination of Employment Due to Death or Disability 4.1. In the event of your termination of employment due to death or permanent disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 (the “Code”)) during the Initial Term or the Additional Term, on the date of such termination each outstanding and unvested equity award held by you that, pursuant to its terms, vests solely based upon providing continued service to Skyworks, including, without limitation, stock options, restricted stock awards (including restricted stock unit awards), and performance-based equity awards that are earned but unissued, shall automatically become vested, exercisable, and issuable, and any forfeiture restrictions thereon shall immediately lapse, as applicable, in each case, with respect to one-hundred percent (100%) of that number of then-unvested shares underlying such equity award. 4.2. All outstanding stock options that are exercisable upon your termination of employment due to death or permanent disability (including any stock options that become vested and exercisable pursuant to Section 4.1) shall remain exercisable for a period of time expiring on the earlier of (a) the one (1) year anniversary of your termination of employment due to death or permanent disability, and (b) the final expiration date of such stock options as set forth in the applicable stock option agreement, subject to their other terms and conditions. 4.3. In the event that you hold a performance-based equity award that vests based upon the achievement of performance metrics and upon providing continued service to Skyworks and your termination of employment due to death or permanent disability occurs prior to the “measurement date” (i.e. the last day of the applicable performance period) for such award, then such award shall, as of the measurement date, (a) be earned as to the greater of (i) the “Target” level of shares for such award, or (ii) the number of shares that would have been earned pursuant to the terms of such award had you remained employed through the measurement date, and (b) automatically become vested, exercisable, and issuable, and any forfeiture restrictions thereon shall immediately lapse, as applicable, in each case, as of the measurement date, with respect to one-hundred percent (100%) of that number of then-unvested shares underlying such equity award that are earned pursuant to (a) above. 4.4. Subject to Section 12.4, any shares that are issued pursuant to Section 4.1 shall be issued to you (or to your estate, if applicable) as soon as practicable (but not more than sixty (60) days) after the date of your termination (or such later date as may be required by Section 12.2). Subject to Section 12.4, any shares that are issued pursuant to Section 4.3 shall be issued to you (or to your estate, if applicable) as soon as practicable (but not more than sixty (60) days) after the measurement date.

  • Termination Due to Death or Disability The expiration of one (1) year from the date of the death of the Optionee or cessation of an Optionee’s employment or contractual relationship by reason of disability (as defined in Section 5.1(g) of the Plan). If an Optionee’s employment or contractual relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the person or persons to whom such Optionee’s rights under such Option shall pass by the Optionee’s will or by the laws of descent and distribution.

  • TERMINATION FOR DISABILITY OR DEATH (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.