Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Shares subject to this option in accordance with the vesting schedule set forth in the Notice of Stock Option Grant. In addition, the Right of Repurchase shall lapse and all of the remaining Restricted Shares shall become vested if (i) the Company is subject to a Change in Control before the Optionee's Service terminates and (ii) the Right of Repurchase is not assigned to the entity that employs the Optionee immediately after the Change in Control or to its parent or subsidiary.
Lapse of Repurchase Right. (i) Notwithstanding any provisions of the Plan to the contrary, the Right of Repurchase with respect to such number of the Restricted Shares that, (1) when considered in connection with all other payments to be made to the Purchaser in connection with the Closing, would result in the Purchaser receiving the amount he could receive without the acceleration of the Restricted Shares (and all other applicable payments) being subject to the excise tax provisions of Section 4999 of the Code, and (2) such amount as described in the immediately preceding proviso (1), when combined with all other “applicable employee remuneration” (within the meaning of Code Section 162(m)(4)) payable to the Purchaser for such taxable year, shall not cause the applicable employee remuneration to materially exceed $1,000,000, shall lapse upon the Closing, so long as the Purchaser continues to be a Service Provider at all times from the Effective Date through the Closing (such number of Restricted Shares as shall so vest upon the Closing to be referred to herein as the “Accelerated Shares”). Except as otherwise provided in Section 2(b)(ii), the Right of Repurchase with respect to the remaining Restricted Shares (i.e., all Restricted Shares other than the Accelerated Shares) shall lapse with respect to 33 1/3 percent (33 1/3%) of such remaining Restricted Shares on each of the first, second and third anniversaries of the Closing, so long as the Purchaser continues to be a Service Provider at all times from the Effective Date through each such anniversary. The determination of the number of Accelerated Shares shall be made by an accounting firm selected by the Company and consented to by the Purchaser, which consent shall not be unreasonably withheld.
(ii) Notwithstanding Section 2(b)(i), following the Closing, all of the remaining Restricted Shares shall earlier vest, and the Right of Repurchase shall lapse, upon the first to occur of (i) the termination of the Purchaser’s employment by the Company without Cause or as the result of the Company’s non-renewal of the Purchaser’s New Employment Agreement; (ii) the termination of the Purchaser’s employment with the Company by him for Good Reason; or (iii) the termination of the Purchaser’s employment with the Company as the result of his death or Disability, in each instance so long as the Purchaser continues to be employed by the Company at all times from the Effective Date through the date of the applicable vesting event.
Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to [ ] of the Purchased Shares when the Purchaser completes each month of continuous Service following [ ]. In addition, the following rules shall apply if the Company is subject to a Change in Control before the Purchaser’s Service terminates:
(i) At all times after the Change in Control, the vested portion of the Restricted Shares shall be determined by adding six months to the Purchaser’s actual Service.
(ii) If the Purchaser is subject to an Involuntary Termination after the Change in Control, then the Right of Repurchase shall lapse in full and all Restricted Shares shall become vested.
Lapse of Repurchase Right. (i) For purposes of this Restricted Stock Agreement, the term “2012 Unvested Shares” shall mean Purchased Shares which are Restricted Shares as of May 1, 2012.
Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the first 25% of the Purchased Shares when Xxxxxxxx completes 12 months of continuous Service after the Vesting Commencement Date. The Right of Repurchase shall lapse with respect to an additional 2.0833% of the Purchased Shares when Xxxxxxxx completes each month of continuous Service thereafter. In addition, provided that Xxxxxxxx continues Service with the Company, the Right of Repurchase shall lapse on an accelerated basis as set forth below:
(i) If Xxxxxxxx dies or his Service is terminated by the Company without Cause within the first 12 months of Service measured from the Vesting Commencement Date, then the Right of Repurchase shall lapse with respect to 25% of the Purchased Shares.
(ii) If the Company is subject to a Change in Control, then the Right of Repurchase shall lapse with respect to an additional 25% of the Purchased Shares and the remaining Restricted Shares shall continue to vest in monthly installments as set forth under Section 1(b) above.
(iii) If Xxxxxxxx is subject to an Involuntary Termination within 12 months following such Change in Control, then in addition to the acceleration set forth under subsection (ii) above, the Right of Repurchase shall lapse with respect to an additional 25% of the Purchased Shares.
Lapse of Repurchase Right. Xxxxxxx shall acquire a vested ------------------------- interest in and the Company's Right of Repurchase shall lapse with respect to 1/36th of the Restricted Shares upon Xxxxxxx'x completion of each of the next twenty five (25) months of continuous employment after the date hereof, such that Xxxxxxx would be fully vested in the Restricted Shares at the expiration of twenty five (25) months from the date hereof. The Right of Repurchase shall lapse with respect to all remaining Restricted Shares if the Company is subject to a Change in Control (as defined in the Employment Agreement) before Xxxxxxx'x employment terminates.
Lapse of Repurchase Right. (i) Except as otherwise provided in Section 2(b)(ii), the Right of Repurchase shall lapse with respect to every 10% portion of the Restricted Shares, (being 10,000 shares) in each of the first through the tenth years from the Effective Date, each such year being a vesting year ending on the respective anniversary date of the Effective Date.
(ii) Notwithstanding Section 2(b)(i), the Restricted Shares may vest, and the Right of Repurchase may lapse, sooner under Sections 6(c)(6) and 10(a) of the Purchaser’s Employment Agreement with the Company.
Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Restricted Shares in accordance with the vesting schedule set forth in the Grant Notice, or otherwise in accordance with Section 12(b) of the Plan.
Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Shares subject to this option in accordance with the schedule set forth in the Notice of Stock Option Grant.
Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the one-half of the Granted Shares on January 31, 2004 and the remaining half of the Granted Shares on January 31, 2005, provided in each case the Grantee has not terminated his Service prior to such date. In addition, the Right of Repurchase shall lapse and all of the remaining Restricted Shares shall become vested if (i) the Company is subject to a Change in Control before the Grantee's Service terminates or (ii) the Grantee's Service is terminated by the Company without Cause or by the Grantee for Good Reason. In addition, upon Grantee's termination of Service by reason of his death or Disability in accordance with the Employment Agreement, the Right of Repurchase shall lapse with respect to a number of the Restricted Shares determined by multiplying (i) the number of shares as to which the Right of Repurchase would have lapsed on the next following January 31 after the date of termination of Service by (ii) a fraction the numerator of which is the number of days since the preceding January 31st or the Effective Date, whichever is later ("Beginning Date"), up to and including the date of Executive's death or Disability and the denominator of which is the number of days from the Beginning Date through January 31 next following the date of Executive's death or disability.
