Exercisability and Vesting. (a) Subject to the terms and conditions set forth in this Agreement and the Plan, the Option may be exercised, in whole or in part, at any time and from time to time during the term of the Option, to purchase the number of shares of Stock that have vested and become exercisable in accordance with this Agreement. The Option shall vest and become exercisable with respect to (i) 25% of the total number of shares of Stock subject to the Option on «VestingDate» and (ii) an additional 1/48 of the total number of shares subject to the Option each month thereafter; provided that such options shall become vested with respect to all remaining unvested shares in the event of a Change in Control (as defined below); and provided further, that, upon the termination of Optionee’s Continuous Service (as defined in the Plan), the Option shall cease to vest and shall terminate with respect to all shares of Stock that have not vested and become exercisable prior to such time.
(b) A “Change in Control” shall be deemed to have occurred if any of the following shall have taken place: (i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) other than Invus, L.P. and its affiliates (collectively, “Invus”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, or any successor provisions thereto), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then-outstanding voting securities; (ii) Invus becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, or any successor provisions thereto), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then-outstanding voting securities; (iii) the approval by the stockholders of the Company of a reorganization, merger, or consolidation, in each case with respect to which persons who were stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own or control more than 50% of the combined voting power of the reorganized, merged or consolidated Company’s then-outstanding securities entitled to vote generally in the election of directors in substantially the same proportions as their ownership of the Company’s outstanding voting securities prior to such reorganization, merger or consolidation; (iv) a liquidati...
Exercisability and Vesting. Subject to the terms and conditions set forth in this Agreement and the Plan, the Option may be exercised, in whole or in part, at any time and from time to time during the term of the Option, to purchase the number of shares of Stock that have vested and become exercisable in accordance with this Agreement. The Option shall vest and become exercisable with respect to [1/12 of the total number of shares of Stock subject to the Option each month after grant for 12 months after the Grant Date (Use with annual grants)] [1/60 of the total number of shares of Stock subject to the Option each month after grant for five years after the Grant Date (Use with initial grants)]; provided that, such vesting schedule may be accelerated upon a change in control of the Company pursuant to the provisions of the Plan and; provided further, that, upon the termination of Optionee’s Continuous Service (as defined in the Plan), the Option shall cease to vest and shall terminate with respect to all shares of Stock that have not vested and become exercisable prior to such time.
Exercisability and Vesting. Notwithstanding anything herein to the contrary, this Option may be exercised only to the extent it has become vested. This Option will vest and become exercisable with respect to 12/48th of the Shares one year from the Vesting Commencement Date and an additional 1/48th of the Shares on the first day of each month thereafter, in each case, subject to your continuous Status as an Employee on such date. Except as otherwise provided herein, this Option, to the extent vested, may be exercised in whole or in part at any time prior to the close of business at the Company’s principal executive offices on the 90th day following the termination of your Continuous Status with the Company and its Affiliates. Notwithstanding the foregoing, (i) in the event that you have voluntarily terminated your Continuous Status with the Company, this Option, to the extent vested, may be exercised in whole or in part at any time prior to the 30th day following the termination of your Continuous Status, (ii) in the event of your death, this Option, to the extent vested, may be exercised in whole or in part at any time during the 18-month period immediately following your death, and (iii) in the event you terminate your employment due to a Disability, this Option, to the extent vested, may be exercised in whole or in part at any time during the 12-month period immediately following your Disability. However, if the option exercise period determined under subsection (i), (ii), or (iii) above would otherwise expire during either a Market Stand-Off period or any period during which the sale of shares is restricted due to Company policies on xxxxxxx xxxxxxx, the option exercise period for such Options will automatically be extended for a period of 15 days after the end of the applicable sale restriction period. If, at any time, you cease to be an Employee of the Company but you continue to provide bona fide services in a different capacity to the Company following such cessation, including without limitation as a Director, Consultant or independent contractor, then a termination of your Continuous Status shall not be deemed to have occurred for purposes of this Agreement upon such change in relationship. Likewise, your Continuous Status shall not be considered interrupted in the case of any absence approved by the Company or a transfer between locations of the Company or between the Company, its Affiliates, or any successor. Notwithstanding anything herein to the contrary, (a) in no event...
Exercisability and Vesting. Risk of Forfeiture Applicable to Unvested Shares. The Option is fully exercisable immediately as to all of the Option Shares. After the exercise of the Option, the Recipient's interest in any Unvested Shares specified in Schedule I of this Agreement shall, subject to Section 9, be forfeited immediately upon termination of the Recipient's employment with the Company during the Period of Restriction as a result of a Non-Qualifying Termination. "Non-Qualifying Termination" means termination of the Recipient's employment with the Company, whether the termination is effected by the Company, the Recipient or otherwise, except (a) termination as a result of the Recipient's
Exercisability and Vesting. The right of Optionee to purchase Common Stock hereunder shall vest and become exercisable at a rate of 25,000 shares on each of the next four six-month anniversaries of the date hereof as follows: October 15, 1994 25,000 April 15, 1995 25,000 October 15, 1995 25,000 April 15, 1996 25,000
Exercisability and Vesting. (a) Each Option granted pursuant to Section 11.1.1 shall become exercisable as to thirty three percent (33%) of the Shares on the first anniversary of the Grant Date, as to an additional two and seventy eight one-hundredths percent (2.78%) on each monthly thereafter until one hundred percent (100%) of the Shares have vested.
(b) The Restricted Stock Units granted pursuant to Section 11.1.1 shall vest as to thirty three and one third percent (331/3%) of the Restricted Stock Units on each of the first anniversary, second anniversary and third anniversary of the RSU Vesting Commencement Date, respectively.
(c) Each Option granted pursuant to Section 11.1.2 shall become exercisable as to one hundred percent (100%) of the Shares on the first anniversary of the Grant Date.
(d) The Restricted Stock Units granted pursuant to Section 11.1.2 shall vest as to one hundred percent (100%) of the Restricted Stock Units on the first anniversary of the RSU Vesting Commencement Date. Notwithstanding the preceding, once a Participant ceases to be a Director, his or her Options which are not then exercisable shall never become exercisable and shall be immediately forfeited and all unvested Restricted Stock Units shall be forfeited to the Company.
Exercisability and Vesting. (a) Subject to the other terms and conditions set forth herein, the Option shall vest and may be exercised by Employee in cumulative installments as follows: Cumulative percentage On or after each of of shares as to which the following dates option is exercisable ------------------- --------------------- grant date 0% first anniversary of grant date 33.3% second anniversary of grant date 33.3% third anniversary of grant date 33.4%
(b) During the lifetime of Employee, the Option shall be exercisable only by Employee and shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution in accordance with the terms of the Plan.
(c) Employee understands that to the extent that the aggregate fair market value (determined at the time the Option was granted) of the shares of Common Stock with respect to which all incentive stock options within the meaning of Section 422 of the Code are exercisable for the first time by Employee during any calendar year exceed $100,000, in accordance with Section 422(d) of the Code such options shall be treated as options that do not qualify as incentive stock options.
Exercisability and Vesting. The Option is fully vested and immediately exercisable for all or part of the Shares subject to the Option.
Exercisability and Vesting. Subject to Section 12 of the Plan, the Option shall become vested and will become exercisable during its term only in accordance with the terms and provisions of the Plan and this Grant Agreement, over a period of one year, with the Option becoming exercisable with respect to 50% of the shares subject to the Option on the six-month and one-year anniversaries, respectively, of the Date of Grant, until the Option is exercisable with respect to 100% of the shares; provided that vesting shall cease upon the Optionee's termination of Service, except in the event of the Optionee's retirement in accordance with Section 7.7.1 of the Plan.
Exercisability and Vesting. Subject to the terms and conditions set forth in this Agreement and the Plan, this Option shall become exercisable and vest as follows: 16.6% of the Shares exercisable under this Option shall vest as of the Date of Grant, an additional 8.4% of the Shares shall vest on the sixth (6th) month anniversary of the Date of Grant, and an additional 1/12 of the remaining Shares shall vest on the last day of each three month period thereafter. Subject to the foregoing, this Option may be exercised for vested Shares in whole or part at any time prior to its expiration.
