Acceleration Upon Termination of Employment. In addition to the Shares released from the Company's Repurchase Option pursuant to Section 4(d) above, in the event the Purchaser's employment terminates as a result of an Involuntary Termination other than for Cause upon or within 12 months after a Change of Control, all Unreleased Shares shall be released from the Company's Purchase Option upon the date of such termination. For the purposes of this Section 5(e), the following terms referred to in this Agreement shall have the following meanings:
Acceleration Upon Termination of Employment. If Participant's employment is terminated without "Cause" or by the Participant for "Good Reason," as those terms are defined in Participant's Employment Agreement, then the vesting of any portion of the Option which as of the date of termination of employment is available for vesting during the year of termination of employment or in a subsequent year will be accelerated to the date of termination of employment according to the following schedule: Date of Termination Percentage Vesting ------------------- ------------------ Prior to 7/31/2002 25% 8/1/2002 to 7/31/2004 50% 8/1/2004 to 7/31/2006 75% After 8/1/2006 90% AMENDMENT TO ALON ASSETS, INC. INCENTIVE STOCK OPTION AGREEMENT This Amendment is made by and between Alon Assets, Inc. (the "Corporation") and Xxxxxx X. Xxxx (the "Participant") as of the 30th day of June, 2002, effective as of July 31, 2000 (except as otherwise expressly provided), with reference to the following facts:
Acceleration Upon Termination of Employment. (a) If Debtor’s employment with the Holder or its Subsidiary is terminated for any reason, the outstanding principal balance of this Note and accrued and unpaid interest thereon in full shall become due and payable 30 days after such termination (the “Accelerated Payment Date”).
Acceleration Upon Termination of Employment. If Participant's employment is terminated without "Cause" or by the Participant for "Good Reason," as those terms are defined in Participant's Employment Agreement, then any portion of the Option that was previously vested but not exercisable will become immediately exercisable on the date of Participant's termination of employment and the vesting of any portion of the Option which as of the date of termination of employment is available for vesting during the year of termination of employment or in a subsequent year, will be accelerated to the date of termination of employment according to the following schedule: Date of Termination Percentage Vesting --------------------- ------------------ Prior to 7/31/2002 25% 8/1/2002 to 7/31/2004 50% 8/1/2004 to 7/31/2006 75% After 8/1/2006 90% AMENDMENT TO ALON USA OPERATING, INC. INCENTIVE STOCK OPTION AGREEMENT This Amendment is made by and between Alon USA Operating, Inc. (the "Corporation") and Xxxx X. Xxxxxx (the "Participant") as of the 30th day of June, 2002, effective as of July 31, 2000 (except as otherwise expressly provided), with reference to the following facts:
Acceleration Upon Termination of Employment. Notwithstanding the ------------------------------------------- foregoing, in the event of a Change of Control of the Company during the option term, the vesting of the options shall be accelerated so that, when aggregated with any Shares previously exercised, at least 50% of the total Shares are vested upon the date the Change of Control is consummated. The remaining unvested Shares shall vest on the same schedule as existed prior to the Change of Control. For example, if a Change of Control occurs when 25% of the Shares are vested, then this Option shall have accelerated vesting as to an additional 25% and the remaining unvested Shares shall continue to vest in accordance with the same schedule (i.e., the same number of shares shall vest each month) as existed prior to the Change of Control. If a Change of Control occurs after more than 50% of the Shares have vested, then there will be no acceleration of vesting under this provision. In addition, upon an Involuntary Termination of the Optionee's employment other than for Cause upon or within 12 months after a Change of Control, this Option shall be fully (i.e. 100%) vested. In the event that the Company terminates the Optionee's employment without "Cause", or in the event the Optionee resigns as a result of "Constructive Termination", after the Optionee has reported to the Company but prior to the consummation of a Change of Control, the Company will provide the Optionee with a settlement of acceleration of vesting of the options to be granted to the Optionee equal to the greater of (A) six months of additional vesting or (B) vesting through the first year cliff of the Optionee's vesting schedule. The settlement is subject to a non-compete/non-solicit agreement and provided that the Optionee executes a general waiver of claims in favor of the Company. The following terms referred to in this Agreement shall have the following meanings:
