Termination of the Option. (a) The Option shall terminate and no longer be exercisable upon the expiration of the Exercise Period set forth above. (b) Termination in the event of death, permanent disability or termination of status as an employee. (i) If Optionee dies while an employee of the Company or within three (3) months after termination of his status as an employee because of his permanent disability (as defined below), his Option may be exercised, to the extent that the Optionee shall have been entitled to do so on the date of his death, by the person or persons to whom the Optionee's right under the Option passes by will or applicable law, or if no such person has such right, by his executors or administrators, at any time or from time to time, but not later than the expiration date specified in Section 1 or three (3) months after the appointment or qualification of an executor of Optionee's estate, whichever is earlier. (ii) If Optionee's status as an employee of the Company shall terminate because of his permanent disability, he may exercise his Option to the extent that he shall have been entitled to do so at the date of such termination, at any time or from time to time, but not later than the expiration date specified in Section 1 or three (3) months after termination of employment, whichever date is earlier. (iii) If Optionee's status as an employee of the Company shall terminate involuntarily other than for cause, death, or total disability, all rights to exercise his Option, to the extent that he shall have been entitled to do so at the date of such termination, shall terminate at the expiration date specified in Section 1 or three months after termination of employment, whichever date is earlier. (iv) If Optionee's status as an employee of the Company shall terminate for cause (as defined below), all rights to exercise his Options shall terminate no later than sixty (60) days after such termination.
Appears in 6 contracts
Sources: Stock Option Agreement (Smart Choice Automotive Group Inc), Stock Option Agreement (Smart Choice Automotive Group Inc), Stock Option Agreement (Smart Choice Automotive Group Inc)
Termination of the Option. (a) The Option shall terminate and no longer be exercisable upon the expiration of the Exercise Period set forth above.
(b) Termination in the event of death, permanent disability or termination of status as an employeea director.
(i) If Optionee dies while an employee prior to the termination of the Company or within three (3Option under Section 2(a) months after termination of his status as an employee because of his permanent disability (as defined below)hereof, his Option Options may be exercised, to the extent that the Optionee shall have been entitled to do so on the date of his death, by the person or persons to whom the Optionee's right under the Option Options passes by will or applicable law, or if no such person has such right, by his executors or administrators, at any time or from time to time, but not later than the expiration date specified in Section 1 or three (3) months after the appointment or qualification of an executor of Optionee's estate, whichever is earlier.
(ii) If Optionee's status as an employee a director of the Company shall terminate because of his permanent disability, he may exercise his Option to the extent that he shall have been entitled to do so at the date of such termination, at any time or from time to time, but not later than the expiration date specified in Section 1 or three (3) months after termination of employmenthis director status, whichever date is earlier.
(iii) If Optionee's status as an employee a director of the Company shall terminate involuntarily other than for cause, death, from death or total disability, all rights to exercise his Option, to the extent that he shall have been entitled to do so at the date of such termination, shall terminate at the expiration date specified in Section 1 or three months after termination of employmenthis director status, whichever date is earlier.
(iv) If Optionee's status as an employee of the Company shall terminate for cause (as defined below), all rights to exercise his Options shall terminate no later than sixty (60) days after such termination.
Appears in 5 contracts
Sources: Stock Option Agreement (Smart Choice Automotive Group Inc), Stock Option Agreement (Smart Choice Automotive Group Inc), Stock Option Agreement (Smart Choice Automotive Group Inc)
Termination of the Option. (a) The Option shall terminate and no longer be exercisable upon the occurrence of the following:
(i) In accordance with the expiration of the Exercise Period set forth above;
(ii) Involuntary dissolution of the Company.
(b) Termination in the event of death, permanent disability or termination of status as an employee.
(i) If Optionee dies while an employee of the Company or within three (3) months after termination of his status as an employee because of his permanent disability (as defined below), his Option may be exercised, to the extent that the Optionee shall have been entitled to do so on the date of his death, by the person or persons to whom the Optionee's right under the Option passes by will or applicable law, or if no such person has such right, by his executors or administrators, at any time or from time to time, but not later than the expiration date specified in Section 1 or three (3) months after the appointment or qualification of an executor of Optionee's estatedeath, whichever is earlier.
(ii) If Optionee's status as an employee of the Company shall terminate because of his permanent total disability, he may exercise his Option to the extent that he shall have been entitled to do so at the date of such termination, at any time or from time to time, but not later than the expiration date specified in Section 1 or three (3) months after termination of employment, whichever date is earlier.
(iii) If Optionee's status as an employee of the Company shall terminate (A) involuntarily other than for cause, death, or total disability, all rights to exercise his Option, to the extent that he shall have been entitled to do so at the date of such termination, shall terminate at the expiration date specified in Section 1 or three months after termination of employment, whichever date is earlier.
(iv) If Optionee's status as an employee of the Company shall terminate for cause (as defined below), all rights to exercise his Options shall terminate no later than sixty (60) days after at the date of such termination.
Appears in 2 contracts
Sources: Stock Option Agreement (Smart Choice Automotive Group Inc), Stock Option Agreement (Smart Choice Automotive Group Inc)
Termination of the Option. (a) The Option shall terminate and no longer be exercisable upon Unless earlier terminated in accordance with the expiration provisions of the Exercise Period set forth abovePlan, the Option will terminate on ______________________, 20______.
(b) Termination Subject to the provisions of Section 2, if the Optionee’s service as an employee, director, consultant, contractor or advisor of the Company, an Affiliate or Subsidiary terminates for any reason, the following provisions shall govern the exercisability and lapse of Optionee’s Options, and no further vesting shall occur following the time of termination. Optionee acknowledges the following provisions provide for certain rights in the Company to purchase Shares held by Optionee, whether pursuant to Optionee’s exercise of Option or otherwise.
i. Options issued by the Company in favor of Optionee to acquire Shares of the Company are referred to as “Options.”
ii. In the event of termination of Optionee’s service as an employee, director, consultant, contractor or advisor of the Company by Optionee for any reason or by Company with Cause (as defined herein), any and all Options which are not vested and exercisable at the time of termination shall immediately lapse, expire and terminate upon such termination by Optionee or the Company’s provision of notice of such termination, as the case may be.
iii. In the event of termination, prior to the two year anniversary of this Agreement, of Optionee’s service as an employee, director, consultant, contractor or advisor of the Company by Company with Cause, (A) any and all outstanding Options shall immediately lapse, expire and terminate and (B) Shares which have been purchased by Optionee pursuant to the exercise of a vested Option may be repurchased by Company during the period commencing on the termination date and continuing for a period of 6 months thereafter, at a purchase price equal to the amount paid by Optionee to the Company therefor, on the terms of purchase provided in subsection v of this Section 3b.
iv. However, if Optionee’s service as an employee, director, consultant, contractor or advisor of the Company hereunder is terminated following the two year anniversary of this Agreement, whether by the Company with or without Cause, by Optionee for any reason, or by reason of Optionee’s death or Permanent Disability, then any vested Options must be exercised with the exercise price therefor paid, each within 90 days of the date of termination, and to the extent they are not so exercised, such unexercised and vested Options shall lapse, expire and terminate; and Shares issued pursuant to such exercise and any other Shares of Optionee may be repurchased by the Company, by notice provided during the period commencing on the termination date and continuing for a period of six (6) months thereafter, at a purchase price equal to the Fair Market Value (as herein defined), on the terms of purchase provided in subsection v of this Section 3b.
v. The purchase price (as prescribed in accordance with the terms of this Section 3(b) in the event of deatha Company repurchase of Shares) shall be paid by issuance of a promissory note in form reasonably provided by the Company, permanent disability or termination bearing interest at the lowest applicable federal rate on the date of status as an employee.
the issuance of the promissory note. Principal and interest under the note shall be payable in equal, quarterly installments over a period of years determined by the Company’s Board of Directors and not to exceed five (i5) If Optionee dies while an employee years (provided that in the event that more than one-third (1/3) of the total shares of the Company or within are being purchased at any time, the period attributable to any remaining installments shall be extended so that the total installment payments for any such shares shall be paid over a period of seven (7) years). For example, if installments have been paid under a note pursuant to an acquisition of Shares of the Company from Optionee for three (3) months after termination years at the time the acquisition of his status as an employee because of his permanent disability (as defined below), his Option may be exercised, to the extent that the Optionee shall have been entitled to do so on the date of his death, by the person or persons to whom the Optionee's right under the Option passes by will or applicable law, or if no such person has such right, by his executors or administrators, at any time or from time to time, but not later than the expiration date specified in Section 1 or three (3) months after the appointment or qualification of an executor of Optionee's estate, whichever is earlier.
(ii) If Optionee's status as an employee shares of the Company shall terminate because from another person commences, where the total of his permanent disability, he may exercise his Option to the extent that he shall have been entitled to do so at shares purchased from Optionee and such other person are more than one-third of the date of such termination, at any time or from time to time, but not later than the expiration date specified in Section 1 or three (3) months after termination of employment, whichever date is earlier.
(iii) If Optionee's status as an employee total shares of the Company shall terminate involuntarily other than for cause(if measured at the time of commencement of purchase of shares in either instance), death, or total disability, all rights to exercise his Option, the remaining amounts payable to the extent that he Optionee will be paid in equal installments over four (4) years and the other person shall have been entitled to do so at the date of such termination, shall terminate at the expiration date specified in Section 1 or three months after termination of employment, whichever date is earlierreceive all installments over seven (7) years.
(iv) If Optionee's status as an employee of the Company shall terminate for cause (as defined below), all rights to exercise his Options shall terminate no later than sixty (60) days after such termination.
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Termination of the Option. No Options shall be exercisable after the first to occur of the following:
(ai) The Option shall terminate and no longer be exercisable upon the expiration of the Exercise Period set forth above.Option term specified herein;
(bii) Termination The date, if any, set by the Board of Directors of the Company (the “Board of Directors”) to be an accelerated expiration date in the event of death, permanent disability dissolution or termination of status as an employee.
(i) If Optionee dies while an employee liquidation of the Company or within consummation of any corporate combination transaction in which the Company is not the surviving or acquiring company or in which the Company becomes a wholly-owned subsidiary of another company, provided an Optionee who holds an Option is given written notice at least thirty (30) days before the date so fixed;
(iii) Expiration of three (3) months after termination of his status as an employee because of his permanent disability (as defined below), his Option may be exercised, to the extent that the Optionee shall have been entitled to do so on from the date of his death, by the person or persons to whom the Optionee's right under the Option passes by will or applicable law, or if no such person has such right, by his executors or administrators, at any time or from time to time, but not later than the expiration date specified in Section 1 or three (3) months after the appointment or qualification of an executor of Optionee's estate, whichever is earlier.
(ii) If Optionee's status ’s service as an employee a Director of the Company shall terminate because of his permanent disability, he may exercise his Option to the extent that he shall have been entitled to do so at the date of such termination, at terminates for any time or from time to time, but not later reason other than the expiration date specified in Section 1 circumstances described by subparagraphs (iv), (v) or three (3vi) months after termination of employment, whichever date is earlier.
(iii) If Optionee's status as an employee of the Company shall terminate involuntarily other than for cause, death, or total disability, all rights to exercise his Option, to the extent that he shall have been entitled to do so at the date of such termination, shall terminate at the expiration date specified in Section 1 or three months after termination of employment, whichever date is earlier.below;
(iv) If Expiration of one (1) year from the date the Optionee's status ’s service as an employee Director of the Company shall terminate for cause terminates by reason of the Optionee’s disability (within the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as defined below), all rights to exercise his Options shall terminate no later than sixty amended) or death;
(60v) Expiration of ten (10) days (which period may be extended on a case by case basis in the sole discretion of the Board of Directors) from the date the Optionee voluntarily resigns as a Director of the Company (not including any termination due to the death or disability of the Optionee); or
(vi) A finding by the Board of Directors (without participation by the Director in question) after such terminationfull consideration of the facts presented on behalf of both the Company and the Optionee, that an Optionee has been removed as a Director of the Company for Cause. For purposes of this paragraph “Cause” shall mean: (A) a pattern of gross negligence or an act of willful misconduct by Optionee in the performance of his duties to the Company which has a material adverse effect on the Company’s reputation, business, properties or business relationships, or (B) Optionee’s conviction of a felony or misdemeanor (other than a traffic violation) or of misappropriation of funds of the Company, or (C) Optionee’s appropriation to himself of a corporate opportunity of the Company which Optionee fails to make available to the Company. In the event of a finding that Optionee has been discharged for Cause, in addition to immediate termination of the Option, the Optionee shall automatically forfeit all Option Shares for which the Company has not yet delivered the share certificates upon refund by the Company of the Option Price.
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