AND EXERCISE. The Compensation Committee has the authority to determine the time or times at which options granted under the plan may be exercised. The Compensation Committee may also accelerate the exercisability of options. The vesting of the new options will be in accordance with the vesting schedule of the surrendered options as described above.
AND EXERCISE. 5.1 Upon the exercise of vested Rollover Options, the Company shall be obliged to deliver to the Participant concerned (or the beneficiary of such Rollover Options, as applicable), the Plan Shares underlying such Rollover Options or, if such Participant elects to receive DRs instead of Plan Shares, the equivalent number of DRs.
5.2 Only vested Rollover Options may be exercised in accordance with their terms. A Rollover Option can only be exercised by or on behalf of the Participant holding such Rollover Option. Notwithstanding anything to the contrary in this Plan, the exercise of a vested Rollover Option shall always be and remain suspended until a registration statement registering the issuance of the Plan Shares issuable pursuant thereto has been filed with the United States Securities and Exchange Commission.
5.3 A Rollover Option can only be exercised through the use of an electronic system or platform to be designated by the Committee (if and when such system or platform has been set up by the Company), or otherwise by delivering written notice to the Company in a form approved by the Committee.
5.4 Upon the exercise of a Rollover Option, the applicable Exercise Price must immediately be paid in cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Committee, subject to applicable law, may allow such Exercise Price to be satisfied on a cashless or net settlement basis, applying any of the following methods (or a combination thereof):
a. by means of an immediate sale by or on behalf of the relevant Participant of part of the Plan Shares underlying the Rollover Option(s) being exercised, with sale proceeds equal to the Exercise Price being remitted to the Company and any remaining net sale proceeds (less applicable costs, if any) being paid to such Participant;
b. by means of the relevant Participant forfeiting his entitlement to receive part of the Plan Shares underlying the Rollover Option(s) being exercised at FMV on the Exercise Date and charging the aggregate nominal value of the remaining Plan Shares underlying such Rollover Option(s) against the Company’s reserves which are recognized for Dutch dividend withholding tax purposes;
c. by means of the relevant Participant surrendering his entitlement to receive part of the Plan Shares underlying the Rollover Option(s) being exercised at FMV on the Exercise Date, against the Company becoming due an equivalent amount to such Participant a...
AND EXERCISE. (a) Except as set forth below, the Option shall become exercisable as provided below, which shall be cumulative. To the extent that the Option has become exercisable with respect to a number of shares of Common Stock as provided below, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Section 6.3(d) of the Plan, including, without limitation, the filing of such written form of exercise notice, if any, as may be required by the Committee and payment in full of the Option Price multiplied by the number of shares of Common Stock so exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable. The following table indicates each date upon which the Participant shall be entitled to exercise the Option with respect to the number of shares of Common Stock indicated beside that date provided that the Participant has not had a Termination any time prior to the applicable vesting date:(3) VESTING DATE NUMBER OF SHARES ------------ ---------------- [FIRST ANNIVERSARY OF GRANT DATE] [25]% [SECOND ANNIVERSARY OF GRANT DATE] [25]% [THIRD ANNIVERSARY OF GRANT DATE] [25]% [FOURTH ANNIVERSARY OF GRANT DATE] [25]%
(b) There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date; provided that no Termination has occurred prior to such date.
AND EXERCISE. This Option is fully vested and immediately exercisable upon the Date of Grant with respect to all of the shares covered by this Option.
AND EXERCISE. (a) The Option shall vest as to the right to purchase, and simultaneously become immediately exercisable, as follows:
(i) 40% of the Option Shares (120,000 shares) on May 14, 1996 pursuant to your Employment Agreement;
(ii) 40% of the Option Shares (120,000 shares) on May 14, 1997 pursuant to your Employment Agreement; and
(iii) 20% of the Option Shares (60,000 shares) on May 14, 1998, pursuant to your Employment Agreement. No further vesting of the Option shall occur following termination of your employment; provided, however, that in the event of: (i) a "Change of Control," as defined in Section 4(c) of your Employment Agreement, at any time during your employment; or (ii) in the event that your employment is terminated or not renewed by the Company without "Good Cause," as defined in Section 2(c)(3) of your Employment Agreement, prior to May 14, 1998; or, (iii) 15 you communicate a valid Notice of Resignation for "Good Reason," as defined in Section 2(c)(5)(a) of your Employment Agreement, prior to May 14, 1998, then your Option to purchase all three hundred thousand (300,000) shares of the Option Stock at the Option Price shall, to the extent not already fully vested, immediately become fully vested and exercisable on the date the Change of Control occurs, or on the effective date of your termination or resignation.
(b) The Option may not be exercised after the tenth (10th) anniversary of the Grant Date. The unexercised portion of the Option, if any, will automatically, and without notice, terminate and become null and void upon the expiration of ten (10) years from the Grant Date. If, however, your employment with the Company terminates before the expiration of ten (10) years from the Grant Date, the Option will terminate on the applicable date as described in Paragraph IV below.
(c) Any exercise by you of the Option shall be in writing addressed to the Corporate Secretary of the Company at its principal place of business (a copy of the form of exercise to be used will be available upon written request to the Secretary), and shall be accompanied by a certified or bank check to the order of the Company in the full amount of the Option Price of the whole number of Option Shares so purchased, or in such other manner as described in the Plan. In no event shall you exercise the Option for a fraction of an Option Share.
AND EXERCISE. With respect to each increment of Option Shares, the Option shall vest and be exercisable by the Optionee for a period of five (5) years (the "Option Period") from the Vesting Date applicable to each such increment of Option Shares.
AND EXERCISE. Your right to purchase shares of Company Common Stock under this Option shall be exercisable only to the extent that this Option has vested. This Option shall vest and become exercisable upon the following schedule: VESTING SCHEDULE
a) One third (1/3) of the shares covered by this Option vests on 1st anniversary of the Date of Gxxxx;
b) One third (1/3) of the shares covered by this Option vests on the 2nd anniversary of the Date of Grant; and
c) The final one third (1/3) of the shares covered by this Option vests on the 3rd anniversary of the Date of Gxxxx.
AND EXERCISE. In the event that the Director stands for election, and is elected at the 2005 Annual Meeting of Shareholders of Apropos, this option shall vest (and to the extent vested may be exercised in whole or in part, at any time and from time to time, subject to the terms hereof) during the Director's service on the Board of Directors of Apropos ("BOARD SERVICE") to a maximum cumulative extent of 25% of the total shares covered hereby on and after the last day of the first fiscal quarter of 200 (__ shares as of March 31, 200__); 50% of the total shares covered hereby on and after the last day of the second fiscal quarter (___ shares as of June 30, 200 ); 75% of the total shares covered hereby on and after the last day of the third fiscal quarter following the fiscal quarter in which the option was granted ( shares as of September 30, 200 ); and shall be fully vested and exercisable on and after the last day of the third fiscal quarter following the fiscal quarter in which the option was granted (__ shares as of December 31, 200__). If Director's Board Service terminates following either (i) a Corporate Transaction (as defined in paragraph 6 hereof) in which this option is not continued, assumed or substituted for, or (ii) Director's permanent total disability or death, the remaining shares covered by this option shall vest and become fully exercisable.
AND EXERCISE. Subject to the limitations contained herein and provided that you remain in Service through the applicable vesting date, your option will vest and become exercisable in accordance with the vesting schedule provided in the Grant Summary.
AND EXERCISE. 5.1 Subject to Clauses 8 and 9:
5.1.1 Tranche 1 will Vest on Vesting Date 1; and
5.1.2 Tranche 2 will Vest on Vesting Date 2.
5.2 The Award, to the extent it has vested, may be exercised until the tenth anniversary of the Grant Date in such manner as the Committee determines.
5.3 Subject to Clauses 6 and 7, the number of Shares in respect of which the Award has been exercised will be delivered to the Executive within 30 days of exercise.