Commencement of Vesting and Exercisability Sample Clauses

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries through the applicable vesting date, the Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 below (b) In the event the Optionee’s Termination of Service as a result of death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately vested and exercisable with respect to all of the Shares underlying such Performance-Based Option through the time period set forth in Section 3.3(b) below, and (ii) as of the Termination Date, any portion of the Performance-Based Option which then has not become an Earned Performance Share shall immediately terminate and will at no time be exercisable. (c) Notwithstanding anything herewith to the contrary, the Performance-Based Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee may, for a Termination of Service for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of the Optionee’s Termination of Service for any reason other than death or Permanent Disability, then the Performance-Based Option in respect of the Earned Performance Shares that have vested and become exercisable shall remain exercisable through the time period set forth in Section 3.3(b) below. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In the event of a Change of Control, the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance...
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Commencement of Vesting and Exercisability. (a) Subject to Sections 3.1(b) and 3.1(c), the Option shall become vested in four (4) cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the Common Shares covered by the Option and shall become vested on December 31, 2020. (ii) The second installment shall consist of twenty-five percent (25%) of the Common Shares covered by the Option and shall become vested on December 31, 2021. (iii) The third installment shall consist of twenty-five percent (25%) of the Common Shares covered by the Option and shall become vested on December 31, 2022. (iv) The fourth installment shall consist of twenty-five percent (25%) of the Common Shares covered by the Option and shall become vested on December 31, 2023. (b) Subject to Section 3.1(c), no portion of the Option that is unvested at Termination of Employment (defined consistent with the Plan) shall thereafter become vested, and upon Termination of Employment, the Optionee’s rights with respect to such unvested portion shall immediately terminate, and the Optionee shall be entitled to no future payments or benefits with respect thereto. (c) Upon the Optionee’s Termination of Employment by the Company or the Partnership other than for Cause, due to death or Disability or by the Optionee’s resignation for Good Reason, in each case prior to December 31, 2023, the Option shall, in addition to the portion vested prior to the time of such termination of employment, become vested with respect to a number of Common Shares equal to the product of (i) 25% of the Common Shares covered by the Option and (ii) a fraction, the numerator of which is the number of days that elapsed between January 1 of the calendar year of termination and the date of Termination of Employment and the denominator of which is 365 (or, in the case of Termination of Employment in 2020, the number of days from the Grant Date through December 31, 2020); provided that, notwithstanding the foregoing, to the extent such Termination of Employment occurs within 24 months after a Change of Control, the Option shall become fully vested with respect to all Common Shares covered thereby upon the date of such Termination of Employment. (d) Subject to Section 3.3, the portion of the Option that becomes vested pursuant to this Section 3.1 shall become exercisable on the later of (i) first day following the Grant Date on which the Fair Market Value (determined consistent with the Plan) of a Common Share equals or exce...
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Commencement of Vesting and Exercisability. Subject to Section 3.3, the Options shall become vested and exercisable in accordance with the following provisions. Regardless of such date or dates of vesting and exercisability, the underlying shares of Common Stock acquired upon exercise of the Options may not be sold within the first six (6) months of the Date of Grant. If the Options are Annual Options, the Options shall be fully vested and exercisable on the Date of Grant. If the Options are Initial Options, 1/3rd of the Option shares shall vest and become exercisable on the Date of Grant, 1/3rd of the Option shares shall vest and become exercisable on the one-year anniversary of the Date of Grant, and the remaining 1/3rd of the Option shares shall vest and become exercisable on the two-year anniversary of the Date of Grant. Except as provided in Section 3.4 below, vesting of the Option shares will cease and the Option will expire with respect to any unvested shares immediately upon Optionee’s voluntary or involuntary termination of service as a member of the Board.
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Commencement of Vesting and Exercisability. (a) Subject to the Executive’s continued employment with the Company or its Subsidiaries through the applicable vesting date, the Option shall vest and become exercisable according to the vesting schedule set forth below and the terms of the Employment Agreement and shall remain exercisable through the periods set forth in Section 3.2 below: Date the Option Becomes Vested and Exercisable Percentage of the Option that Becomes Vested and Exercisable (b) In the event of the Executive’s Termination of Service as a result of death or Disability, the Option shall become vested and exercisable with respect to the Pro-Rata Portion of the Shares underlying the Option. (c) If, within two years of a Change of Control, the Executive experiences Termination of Service as result of (i) termination by the Company without Cause, (ii) resignation with Good Reason by the Executive or (iii) delivery to the Executive of a notice of non-renewal prior to the end of the Initial Term or first Renewal Term, the Option shall become fully vested and exercisable with respect to all Shares underlying such Option one day prior to the date of the Executive’s Termination of Service. (d) If the Executive experiences a Termination of Service as a result of (i) a termination by the Company without Cause, (ii) resignation with Good Reason by the Executive, or (iii) delivery to the Executive of a notice of non-renewal prior to the end of the Initial Term or the first Renewal Term, the Executive shall be entitled to service credit equal to an additional twelve (12) months, measured as of the date of termination. If, after giving effect to the service vesting credit provided under this Section 3.1(d), the Executive is not deemed to have satisfied the requirement of continued employment through one or more of the applicable vesting dates pursuant to Section 3.1(a), any unvested portion of the Option shall be forfeited as of the date of Termination of Service. (e) If, the Executive experiences a Termination of Service as a result of his Retirement, (i) the Executive shall be entitled to service credit equal to an additional twenty-four (24) months, measured as of the date of termination. If, after giving effect to the service vesting credit provided under this Section 3.1(e), the Executive is not deemed to have satisfied the requirement of continued employment through one or more of the applicable vesting dates pursuant to Section 3.1(a), any unvested portion of the Option shall be forfeited as o...
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Related to Commencement of Vesting and Exercisability

  • Vesting and Exercisability (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries of the Start Date (as defined in the Employment Agreement). (b) If the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

  • Vesting and Exercisability of Option The Option shall vest, and may be exercised, with respect to the Shares as set forth in the Optionee Statement attached hereto and made a part hereof, subject to earlier termination of the Option as provided in Sections 1.4 and 6 hereof or in the Plan. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the Exercise Term unless sooner terminated as provided herein.

  • Commencement of Exercisability (a) Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice. (b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Services shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant. [

  • Duration and Exercisability (a) Subject to the terms and conditions set forth in this Agreement and the Plan, and Grantee being an employee of the Company or its direct or indirect subsidiaries, if any, on each applicable vesting date, the Option shall vest on, and may be exercised by Grantee on the vesting dates, and in accordance with the vesting schedule, set forth on Exhibit A to this Agreement. Notwithstanding the foregoing or anything set forth on Exhibit A to this Agreement, vesting of the Option shall immediately cease upon the occurrence of any of the events provided for in Sections 3(a)-(d), as applicable. (b) Except as permitted pursuant to the Plan, (i) during the lifetime of Grantee, the Option shall be exercisable only by Grantee or, if permissible under applicable law, by Xxxxxxx’s guardian or legal representative, (ii) the Option shall not be assignable or transferable by Grantee, other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code, Title I of the Employee Retirement Income Security Act, or the rules promulgated thereunder, and (iii) the Option may not be sold, assigned, transferred or otherwise disposed of, or pledged, alienated, attached, hypothecated, or otherwise encumbered in any manner (whether by operation of law or otherwise), and will not be subject to execution, attachment or other process. Any purported sale, assignment, transfer, pledge, alienation, attachment or encumbrance in violation of the terms of this Agreement or the Plan shall be void and unenforceable against the Company or any of its subsidiaries. Any sale, assignment, transfer, pledge, hypothecation, or other disposition of the Option or any attempt to make any such levy of execution, attachment or other encumbrance will cause the Option to terminate immediately, unless the Board of Directors of the Company or the Committee (as defined in the Plan), in their sole and absolute discretion for any reason or no reason at any time and from time to time, specifically waives applicability of this provision. (c) Notwithstanding any other provisions in this Agreement or the Plan, the Option shall expire and terminate, and shall cease to be exercisable, on the expiration date set forth on Exhibit A to this Agreement (the “Expiration Date”). (d) The Company assumes no responsibility for individual income taxes, penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option or any subsequent disposition of Common Shares. Additionally, the Company assumes no responsibility in the event that the Option or any portion thereof is ultimately determined to not be an ISO or the tax treatment therefore is ultimately determined to be other than the tax treatment afforded for ISOs, whether such other treatment is the result of changes in the tax laws, a disqualifying disposition by Grantee, or for any other reason. Grantee should consult with Xxxxxxx’s personal tax advisor regarding the tax ramifications, if any, which result from the grant, vesting, adjustment, forfeiture, termination, recoupment or exercise of the Option, and any subsequent disposition of Common Shares. If, in the Company’s sole and absolute discretion for any reason or no reason at any time and from time to time, it is necessary or appropriate to collect or withhold federal, state or local taxes in connection with the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of any portion of the Option and/or any subsequent disposition of Common Shares, the Company shall be entitled to require the payment of such amounts as a condition to exercise. Prior to any relevant taxable or tax withholding event, as applicable, Grantee shall pay or make arrangements satisfactory to the Company to satisfy all withholding obligations. In furtherance and without limiting the generality of the foregoing, Grantee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) hereby authorizes the Company, in its sole and absolute discretion for any reason or no reason at any time and from time to time (including without limitation, pursuant to the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time and from time to time), to satisfy all withholding and all other obligations with regard to any individual income taxes, penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares by one or a combination of the following: i. withholding from any wages or other cash or equity compensation payable to Grantee by the Company; ii. withholding Common Shares that are otherwise issuable upon exercise of the Option; iii. arranging for the sale of Common Shares that are otherwise issuable upon exercise of the Option, including, without limitation, selling Common Shares as part of a block trade with other grantees under the Plan or otherwise; and/or iv. withholding from the proceeds of the sale of Common Shares issued upon exercise of the Option or other Common Shares issuable to the Grantee. (e) In accepting the terms and conditions of this Agreement and the Option and in considering the exercise of the Option, Grantee understands, acknowledges, agrees and hereby stipulates that he or she has used and shall use the same independent investment judgment that Xxxxxxx would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guarantees are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will exist in the future. No representations are made by the Company except as may be contained in any active registration statement on file with the United States Securities and Exchange Commission (“SEC”) relating to the Plan at the time of the applicable exercise of the Option.

  • Exercisability This option shall be exercisable as to: 400 immediate This option shall remain exercisable as to all vested shares until January 1,2014 (but not later than ten (10) years from the date this option is granted) unless this option has expired or terminated earlier in accordance with the provisions hereof or in the Plan. Subject to paragraphs 4 and 5, shares as to which this option becomes exercisable pursuant to the foregoing provision may be purchased at any time prior to expiration of this option.

  • Vesting and Lapse of Restrictions Subject to Sections 2.2(a) and 2.2(c), the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth on the Grant Notice.

  • Acceleration of Exercisability In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i); provided, however, that this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.

  • Acceleration of Vesting (a) In the event your employment with Deluxe is terminated by reason of death, Disability (as defined in the Addendum), or Approved Retirement (as defined in the Addendum) any time during the Restricted Period, all of the yet unvested Units will vest and the Units shall become non-forfeitable as of the date of such termination. (b) Subject to Section 4(c), in the event your employment is terminated during the Restricted Period after the first anniversary of the Award Date by reason of involuntary termination without Cause, a pro rata portion of the next segment of Units scheduled to vest after the termination date (based on the number of completed days between the termination date and the scheduled vesting date immediately prior to the termination date (or the Award Date if there was no such scheduled vesting date) divided by 365) shall vest and become non-forfeitable as of the date of such termination. (c) Notwithstanding any provision contained in this Agreement that would result in Units vesting in full or in part at a later date, if, in connection with any Change of Control, the acquiring Person, surviving or acquiring corporation or entity, or an Affiliate of such corporation or entity, elects to assume the obligations of Deluxe under this Agreement and to replace the Shares issuable upon settlement of the Units with other equity securities that are listed on a national securities exchange (including by use of American Depository Receipts or any similar method) and are freely transferable under all applicable federal and state securities laws and regulations (“Replacement Equity Securities”), the Units then subject to restriction shall continue to vest as set forth in Section 2, provided, however, the Units shall vest in full and become non-forfeitable if, within twelve months of the date of the Change of Control: (i) Your employment with the Company is terminated by the Company without Cause, (ii) Your employment with the Company is terminated by you for Good Reason, or (iii) Vesting would otherwise occur on any earlier date as provided under this Agreement. In the event of any such Change of Control, the number of Replacement Equity Securities issuable under this Agreement shall be determined by the Committee in accordance with Section 4(c) of the Plan. In the event of any such Change of Control, all references herein to the Shares shall thereafter be deemed to refer to the Replacement Equity Securities, references to Deluxe or the Company shall thereafter be deemed to refer to the issuer of such Replacement Equity Securities, and all other terms of this Agreement shall continue in effect except as and to the extent modified by this subparagraph. (d) If the Change of Control does not meet the continuation or replacement criteria specified in Section 4(c) above, all Units then subject to restriction shall vest in full immediately and become non-forfeitable upon the Change of Control. (e) The provisions of this Section 4 shall be subject to Sections 5(b) and 8.

  • Vesting and Exercise Once vested, this Warrant may be exercised as -------------------- to such vested portion whether or not at the time of such exercise the Warrantholder is an employee of (or consultant to) the Company (or one or more of its subsidiaries); however, this Warrant shall automatically terminate as to any unvested portion at any such time as the Warrantholder is no longer employed by (or a consultant to) the Company (or any of its subsidiaries). If this Warrant is not exercised prior to 5:00 P.M. on the Expiration Date (or the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), this Warrant, or any new Warrant issued pursuant to Section 1.1, shall cease to be exercisable and shall become void and all rights of the Warrantholder hereunder shall cease. This Warrant shall not be exercisable, and no Warrant Shares shall be issued hereunder, prior to 9:00 A.M., New York City time, on the applicable Exercise Date.

  • Duration of Exercisability The installments provided for in Section 3.1 are cumulative. Each such installment which becomes exercisable pursuant to Section 3.1 shall remain exercisable until it becomes unexercisable under Section 3.3.

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