Accelerated Exercise. Notwithstanding the above, this Option -------------------- shall become exercisable before the normal exercise dates set forth in paragraph 1 above upon the occurrence of any of the events set forth below while Optionee is employed by the Company. This Option shall become exercisable in full on the date of such event and shall remain exercisable for the periods set forth below or until May 19, 2007, whichever occurs first. Thereafter, the unexercised portion of this Option is forfeited and may not be exercised.
a. Death of Optionee (exercisable for three years).
b. Declaration of Optionee's total and permanent disability (exercisable for three years).
c. Voluntary termination of Optionee's employment at or after attainment of age 62 (exercisable for three years).
d. Involuntary termination of employment of Optionee, other than a Termination for Cause (exercisable for six months).
e. Occurrence of a Change in Control (exercisable for six months after the Optionee's voluntary or involuntary termination of employment following the Change in Control).
Accelerated Exercise. Notwithstanding the above, the SARs shall become exercisable before the normal exercise dates set forth in paragraph 2 above upon the occurrence of any of the events set forth below while SAR Holder is employed by the Company (hereinafter referred to as an “Accelerating Event”). The SARs shall become exercisable in full on the date of such Accelerating Event, as set forth below, and shall remain exercisable for the periods also set forth below or until the Expiration Date, whichever occurs first. Thereafter, the unexercised portion of the SARs are forfeited and may not be exercised. Accelerating Events include the following:
a. Death of SAR Holder; exercisable for three years.
b. Disability of SAR Holder; exercisable for three years.
c. Voluntary termination of SAR Holder’s employment at or after attainment of age 62; exercisable for three years.
d. Involuntary termination of employment of SAR Holder, other than a termination for death, Disability, or Cause; exercisable for six months.
e. Occurrence of a Change in Control Date; exercisable for six months after the Change in Control Date.
Accelerated Exercise. In the event of an Extraordinary Event (as defined in the Plan) involving the Company, then regardless of whether any option granted pursuant to the Plan has vested or become fully exercisable, all Option Shares granted hereunder shall immediately vest and become fully exercisable for the full number of Shares subject to any such option on and at all times after the “Event Date” (as defined in the Plan) of the Extraordinary Event, in accordance with the terms and conditions described in the Plan.
Accelerated Exercise. Notwithstanding the above, this SAR shall become exercisable before the normal exercise dates set forth in paragraph 2 above upon the occurrence of any of the events set forth below while SAR Holder is employed by the Company (hereinafter referred to as an “Accelerating Event”). This SAR shall become exercisable in full on the date of such Accelerating Event (except in the case of “a.” below), as set forth below, and shall remain exercisable for the periods also set forth below or until September 28, 2015, whichever occurs first. Thereafter, the unexercised portion of this SAR is forfeited and may not be exercised. An Accelerating Event may be any of the following:
a. Death of SAR Holder; exercisable for three years.
b. Declaration of SAR Holder’s total and permanent disability; exercisable for three years.
c. Voluntary termination of SAR Holder’s employment at or after attainment of age 62; exercisable for three years.
d. Involuntary termination of employment of SAR Holder, other than a Termination for Cause; exercisable for six months.
e. Occurrence of a Change in Control; exercisable for six months after the SAR Holder’s voluntary or involuntary termination of employment following the Change in Control.
Accelerated Exercise. The Optionee may, at its sole option, accelerate the exercise of the Option at any time prior to the expiry of five years from the Option Due Date by completing the applicable Option exercise requirements set out in Section 2.01.
Accelerated Exercise. If, prior to the Final Vesting Date, the closing price of a share of Common Stock on the NASDAQ (or such other exchange on which the Common Stock is then listed) equals or exceeds the Maximum Share Value per share on any 10 trading days in any trailing 60 trading day period, each outstanding SAR (whether or not then vested under Section 7) shall be automatically exercised (subject to Section 4(b) to the extent applicable) as of the end of such 10th trading day without further action or notice by the Company or the Participant (a “Share Price Accelerated Exercise”).
(a) In the event the Performance Vesting Condition achievement percentage as of the date of the Share Price Accelerated Exercise is 100% (as certified by the Committee), as soon as practicable (but no more than 10 days) following such date, the Company shall issue or transfer to the Participant a number of shares of Common Stock having the aggregate value to which the Participant is entitled under Section 2 based on such Share Price Accelerated Exercise, which shares shall not be subject to any further vesting requirements (including the Service Vesting Condition in Section 7(c)). The number of shares having such aggregate value to be issued in settlement of SARs pursuant to this Section 4(a) shall be determined by dividing such aggregate value by the closing price of shares of Common Stock on the NASDAQ (or such other exchange on which the Common Stock is then listed) on the date of the Share Price Accelerated Exercise. The Company shall deliver to the Participant a certificate or certificates, or evidence of book entry, with respect to such shares of Common Stock. No fractional shares of Common Stock shall be issued or delivered. Fractional shares of Common Stock shall be paid to the Participant in cash.
(b) In the event the Performance Vesting Condition achievement percentage as of the date of the Share Price Accelerated Exercise is less than 100% (as certified by the Committee), the Company shall issue or transfer to the Participant a number of shares of Common Stock having the aggregate value to which the Participant is entitled under Section 2 based on such Share Price Accelerated Exercise, which shall be subject to further vesting requirements as set forth in Section 7 (the “Early Exercise Shares”). The number of shares having such aggregate value to be issued in settlement of SARs pursuant to this Section 4(b) shall be determined by dividing such aggregate value by the closing price of s...
Accelerated Exercise. Notwithstanding the above, this Option shall become exercisable before the normal exercise dates set forth in paragraph 1 above upon the occurrence of any of the events set forth below while Optionee is employed by the Company (hereinafter referred to as an "Accelerating Event"). This Option shall become exercisable in full on the date of such Accelerating Event (except in the case of "a." below), as set forth below, and shall remain exercisable for the periods also set forth below or until February 2, 2012, whichever occurs first. Thereafter, the unexercised portion of this Option is forfeited and may not be exercised. An Accelerating Event may be any of the following:
a. Stock Price; at any time after February 2, 2005, the closing price of the Common Stock on the New York Stock Exchange (the "NYSE") is at least $55.00 per share for five (5) consecutive trading days, the Option shall accelerate as described in the following sentences. Upon the occurrence of this Accelerating Event, the Option shall become immediately exercisable on February 2, 2008 (if the Accelerating Event occurred earlier) or immediately after the occurrence of the Accelerating Event (if the Accelerating Event occurs after February 2, 2008) and shall remain exercisable through February 2, 2012. In the event the Common Stock no longer trades on the NYSE, the Committee shall have the discretion to designate another trading market or other valuation method for purposes of determining whether this Acceleration Event has occurred.
b. Death of Optionee; exercisable for three years.
c. Declaration of Optionee's total and permanent disability; exercisable for three years.
d. Voluntary termination of Optionee's employment at or after attainment of age 62; exercisable for three years.
e. Involuntary termination of employment of Optionee, other than a Termination for Cause; exercisable for six months.
f. Occurrence of a Change in Control; exercisable for six months after the Optionee's voluntary or involuntary termination of employment following the Change in Control.
Accelerated Exercise. Notwithstanding the above, this Option shall become exercisable in full before the normal exercise date set forth in paragraph 1 upon the occurrence of any of the events set forth below while Optionee is providing services to the Company (“Accelerating Event”) and shall remain exercisable for the periods specified below or until the Expiration Date, whichever occurs first. Thereafter, the unexercised portion of this Option is forfeited and may not be exercised. Accelerating Events include the following:
a. Optionee’s death (exercisable for three years);
b. Optionee’s voluntary termination or retirement (whether pursuant to any mandatory retirement provision of the Company’s Articles of Incorporation, Bylaws or Board resolution, or otherwise) at or after attainment of age 72 (exercisable for three years);
c. Optionee’s voluntary termination due to mental or physical impairment resulting in his inability to serve as a Director (exercisable for three years);
d. Occurrence of a Change in Control Date while serving as a Director (exercisable upon an occurrence of a Change in Control Date and for six months after the Change in Control Date); or
e. Optionee’s voluntary termination, or termination due to expiration of Optionee’s term without re-election to a subsequent term, other than under circumstances set forth in paragraphs 2.b., 2.c., or 2.d. (exercisable for 90 days).
Accelerated Exercise. Notwithstanding the above, this Option shall become exercisable before the normal exercise dates set forth in paragraph 2 above upon the occurrence of any of the events set forth below while Optionee is employed by the Company (hereinafter referred to as an “Accelerating Event”). This Option shall become exercisable in full on the date of such Accelerating Event, as set forth below, and shall remain exercisable for the periods also set forth below or until the Expiration Date, whichever occurs first. Thereafter, the unexercised portion of this Option is forfeited and may not be exercised. Accelerating Events include the following:
a. Death of Optionee; exercisable for three years.
b. Disability of Optionee; exercisable for three years.
c. Voluntary termination of Optionee’s employment at or after attainment of age 62; exercisable for three years.
d. Involuntary termination of employment of Optionee, other than a termination for death, Disability, or Cause; exercisable for six months.
e. Occurrence of a Change in Control Date; exercisable for six months after the Change in Control Date.
Accelerated Exercise. In the event of the occurrence of all of the following circumstances ("Accelerating Events"), the date upon which any outstanding and unexercised Stock Options hereunder may vest and be exercised shall be accelerated to such date upon which the last of the Accelerating Events occurs:
(1) the continuous employment of the Optionee with the Company for a period of ______ years from the date of this Agreement; and
(2) the attainment of the Performance Objectives, as such term is defined in the Plan, which are set forth on Exhibit A to this Nonqualified Stock Option Agreement. The determination of whether the Optionee and/or Company has obtained the Performance Objectives shall be determined by the Committee in its sole discretion. The exercise period for the Option shall commence on the date of the attainment of the last of the Accelerating Events. The exercise period shall expire [______ years from the date thereof][on ________________,], but in no event later that ten years from the date hereof.
