Exerciseability. This Option may be immediately exercised and at any time before the expiration of the term of this option
Exerciseability. (a) The shares subject to this Option shall become exerciseable (“vest”) on the dates indicated under the Vesting Schedule table above such that this Option shall be fully exerciseable on the last date listed on such table; provided, however, that such vesting shall cease at the time of Optionee’s Severance.
(b) These installments shall be cumulative, so that this Option may be exercised as to any or all of the Shares covered by an installment at any time or times after the installment becomes vested and until this Option terminates.
(c) The foregoing notwithstanding, in the event of a “Change of Control”, defined herein as (i) any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) under the Exchange Act) becomes the direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted and all warrants and options had been exercised) entitled to vote in the election of directors of the Company (including any transaction in which the Company becomes a wholly-owned or majority-owned subsidiary of another corporation), or (ii) any merger or consolidation or reorganization in which the Company does not survive, or (iii) any merger or consolidation in which the Company survives, but the shares of the Company’s Common Stock outstanding immediately prior to such merger or consolidation represent 50% or less of the voting power of the Company after such merger or consolidation, or (iv) any transaction in which more than 50% of the Company’s assets are sold, then, in any such case, this Option shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of the effective date of such transaction or series of transactions; provided, however, that no transaction contemplated by clauses (i) through (iv) above shall constitute a Change of Control if both (x) the person acting as the Chief Executive Officer of the Company for the 6 months prior to such transaction becomes the Chief Executive Officer or Executive Chairman of the Board of Directors of the entity that has acquired control of the Company as a result of such transaction (the “Acquiror”) immediately after such transac...
Exerciseability. (a) The Base Shares subject to this SAR shall become exerciseable (“vest”) on the dates indicated under the Vesting Schedule above such that this SAR shall be fully exerciseable on the last date listed on such table; provided, however, that such vesting shall cease at the time Grantee ceases to be a member of the Company’s Board of Directors.
(b) These installments shall be cumulative, so that this SAR may be exercised as to any or all of the Base Shares covered by an installment at any time or times after the installment becomes vested and until this SAR terminates.
(c) The foregoing notwithstanding, in the event that either (i) in connection with a “Change of Control” (defined below), the “Acquiror” (defined below) fails to assume, convert or replace this Award, or (ii) your Board service is terminated within the twenty-four (24) month period following a Change of Control by the Company (or the Acquiror) other than for “Cause” (defined below), then, in any such case, the SAR shall automatically vest and become immediately exercisable in its entirety, such vesting to be effective as of immediately prior to the effective date of the Change of Control in the case of (i), and as of the date of termination of the Grantee’s service in the case of (ii).
Exerciseability. The Warrant granted hereunder shall be fully exercisable as of the date hereof.
Exerciseability. The rights represented by this Warrant shall be exercisable for a period of seven (7) years commencing on the date of grant (the "Exercise Period"). After expiration of the Exercise Period the Holder shall have no right to purchase any shares of Common Stock underlying the Warrant and the Warrant shall terminate.
Exerciseability. Options shall become exercisable as to the Option Shares as to which they are vested at the time they first vest and shall cease to be exercisable at the time they expire as provided in Article V.
Exerciseability. Subject to Section 8.1, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, the Committee may, to the extent such waiver will not cause the Option income to fail to be deductible under Section 162(m), at any time waive such installment exercise provisions, in whole or in part, and, subject to the foregoing, may at any time accelerate the exerciseability of any Stock Option. The aggregate Fair Market Value (determined at the Grant Date) of the Common Stock under an Incentive Stock Option shall not exceed $100,000 of exercisable Common Stock in any calendar year.
Exerciseability. (a) The shares subject to this Option shall become exerciseable (“vest”) on the dates indicated under the Vesting Schedule table above such that this Option shall be fully exerciseable on the last date listed on such table; provided, however, that such vesting shall cease at the time of Optionee’s Severance.
(b) These installments shall be cumulative, so that this Option may be exercised as to any or all of the Shares covered by an installment at any time or times after the installment becomes vested and until this Option terminates.
(c) The foregoing notwithstanding, in the event that either (i) in connection with a “Change of Control” (defined below), the “Acquiror” (defined below) fails to assume, convert or replace this Option, or (ii) the Optionee’s employment is terminated within the twenty-four (24) month period following a Change of Control by the Company (or the Acquiror) other than for “Cause” (defined below) or, if applicable, by the Optionee in accordance with the termination for “Good Reason” provisions of the Optionee’s employment agreement, if any, then, in any such case, this Option shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of immediately prior to the effective date of the Change of Control in the case of (i), and as of the date of termination of the Optionee’s employment in the case of (ii). For purposes of this agreement, a “Change of Control”, is defined herein as (i) any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) under the Exchange Act) becomes the direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), by way
Exerciseability. Except as otherwise provided in paragraphs (3), (4) and (5) below, and subject to paragraph (10) below, the Option shall be exercisable only if you continue in the employment of the Company. The Option will become exercisable as follows: (a) 50% of the Option to purchase the shares indicated above is exercisable on or after February 16, 2002; b) the remaining 50% of the Option to purchase the shares indicated above is exercisable on February 16, 2003. Option expires upon the close of business on February 16, 2010 (the "Expiration Date").
Exerciseability. Except as provided below with respect to a change of control, Executive may exercise the Option only as follows:
(i) no part of the Option may be exercised prior to April 1, 1999;
(ii) beginning April 1, 1999, the Option may be exercised to a maximum of 5,000 of the shares of Stock subject to this Agreement;
(iii) beginning April 1, 2000, the Option may be exercised up to an additional 5,000 of the shares of Stock subject to this Agreement.
(iv) beginning April 1, 2001, the Option may be exercised up to an additional 5,000 of the shares of Stock subject to this Agreement.
(v) beginning April 1, 2002, the Option may be exercised up to an additional 5,000 of the shares of Stock subject to this Agreement.
(vi) beginning April 1, 2003, the Option may be exercised up to an additional 5,000 of the shares of Stock subject to this Agreement. To the extent that any portion of the Option has not already been exercised, Executive may immediately exercise the remaining portion of the Option upon a change of control of the Company or the Bank. As used in this agreement, a "change in control of this Company or the Bank" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company or the Bank in fact is required to comply with Regulation 14A; provided that, without limitation, such a change in control shall be deemed to have occurred if any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act in effect on the date first written above), other than the Company or the Bank, respectively, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or the Bank representing 20% or more of the combined voting power of the Company's or the Bank's then outstanding securities. Notwithstanding the foregoing, to the extent that any portion of the Option has not been exercised, this Agreement shall terminate and be of no further force and effect, and the Option shall expire, on the earliest of (a) ninety (90) days after termination of Executive's employment with the Company and the Bank for any reason except death, disability or retirement, (b) twelve months after termination of Executive's employment with the Company and the Bank because of his death, disability or retirement, or (c) January 1, 2007.
