Common use of NOTICE OF STOCK Clause in Contracts

NOTICE OF STOCK. OPTION GRANT ---------------------------- Xxxxxx X. Xxxxxxxx 0000 Xxxxx Xxxxxx, #000 Xxxxx Xxxxxx, Xxxxxxxxxx 00000 You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below: Date of Grant: August 22, 2000 Vesting Commencement Date: August 22, 2000 Exercise Price per Share: $0.35 per share Total Number of Shares Granted: 2,600,000 Total Exercise Price: $910,000.00 Type of Option: Non-Qualified Stock Option Term/Expiration Date: August 22, 2007 (Seventh anniversary of Date of Grant) Exercise and Vesting Schedule: ----------------------------- This Option shall vest and become exercisable according to the following schedule: Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Date of Grant, and thereafter, with respect to twenty-five percent (25%) of the Shares on each twelve-month anniversary of the Option's Date of Grant (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Date of Grant; provided, however, that Optionee has remained in Continuous Status as an Employee or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to the Option immediately prior to the earlier of (i) Optionee's termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time) or (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors.

NOTICE OF STOCK. OPTION GRANT ---------------------------- Xxxxxx X. Xxxxxxxx ---------------------------- Xxxxxxx Xxxxxxx 0000 Xxxxx 00xx Xxxxxx, #000 0 Xxxxx Xxxxxx, Xxxxxxxxxx 00000 You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below: Date of Grant: August 22, 2000 Vesting Commencement Date: August 22, 2000 Exercise Price per Share: $0.35 per share Total Number of Shares Granted: 2,600,000 1,417,000 Total Exercise Price: $910,000.00 495,950.00 Type of Option: Non-Qualified Stock Option Term/Expiration Date: August 22, 2007 (Seventh anniversary of Date of Grant) Exercise and Vesting Schedule: ----------------------------- This Option shall vest and become exercisable according to the following schedule: Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Date of Grant, and thereafter, with respect to twenty-five percent (25%) of the Shares on each twelve-month anniversary of the Option's Date of Grant (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Date of Grant; provided, however, that Optionee has remained in Continuous Status as an Employee or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to the Option immediately prior to the earlier of (i) Optionee's termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time) or (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors.

NOTICE OF STOCK. OPTION GRANT ---------------------------- ---------------------------- Xxxxxxx X. Xxxxxxxxxx 00000 Xxxxxxxx Xxxxxx X. Xxxxxxxx 0000 Xxxxx Xxxxxx, #000 Xxxxx XxxxxxXxxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below: Date of Grant: August 22, 2000 Vesting Commencement Date: August 22, 2000 Exercise Price per Share: $0.35 per share Total Number of Shares Granted: 2,600,000 7,837,000 Total Exercise Price: $910,000.00 2,742,950.00 Type of Option: Non-Qualified Stock Option Term/Expiration Date: August 22, 2007 (Seventh anniversary of Date of Grant) Exercise and Vesting Schedule: ----------------------------- This Option shall vest and become exercisable according to the following schedule: Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Date of Grant, and thereafter, with respect to twenty-five percent (25%) of the Shares on each twelve-month anniversary of the Option's Date of Grant (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Date of Grant; provided, however, that Optionee has remained in Continuous Status as an Employee or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to the Option immediately prior to the earlier of (i) Optionee's termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time) or (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors.

NOTICE OF STOCK. OPTION GRANT ---------------------------- ---------------------------- Xxxxxxx X. Xxxxxxxxxx 00000 Xxxxxxxx Xxxxxx X. Xxxxxxxx 0000 Xxxxx Xxxxxx, #000 Xxxxx XxxxxxXxxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below: Date of GrantXxxxx: August 22, 2000 Vesting Commencement Date: August 22, 2000 Exercise Price per Share: $0.35 per share Total Number of Shares Granted: 2,600,000 7,837,000 Total Exercise Price: $910,000.00 2,742,950.00 Type of Option: Non-Qualified Stock Option Term/Expiration Date: August 22, 2007 (Seventh anniversary of Date of GrantXxxxx) Exercise and Vesting Schedule: ----------------------------- This Option shall vest and become exercisable according to the following schedule: Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Date of Grant, and thereafter, with respect to twenty-five percent (25%) of the Shares on each twelve-month anniversary of the Option's Date of Grant (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Date of Grant; provided, however, that Optionee has remained in Continuous Status as an Employee or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to the Option immediately prior to the earlier of (i) Optionee's termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time) or (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors.

NOTICE OF STOCK. OPTION GRANT ---------------------------- Xxxxxx X. Xxxxxxxx 0000 Xxxxx Xxxxxx, #000 Xxxxx Xxxxxx, Xxxxxxxxxx 00000 You ("Optionee") have ------------------------------- Name: Address: The undersigned Optionee has been granted an option Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below, as follows: Date of Grant: August 22, 2000 Grant --------------------------------------------- Vesting Commencement Date: August 22, 2000 Date --------------------------------------------- Exercise Price per Share: $0.35 per share Share --------------------------------------------- Total Number of Shares Granted: 2,600,000 Granted --------------------------------------------- Total Exercise Price: $910,000.00 Price --------------------------------------------- Type of Option: Non-Qualified ___ Incentive Stock Option ___ Nonstatutory Stock Option Term/Expiration Date: August 22, 2007 (Seventh anniversary of Date of Grant) Exercise and --------------------------------------------- Vesting Schedule: ----------------------------- ---------------- This Option shall vest and become exercisable be exercisable, in whole or in part, according to the following vesting schedule: Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Date of Grant, and thereafter, with respect to twenty-five percent (25%) of the Shares on each twelve-month anniversary of the Option's Date of Grant (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Date of Grant; provided, however, that Optionee has remained in Continuous Status as an Employee or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) ____ of the Shares subject to the Option shall vest three (3) months after Vesting Commencement Date, and ____ of the Shares subject to the Option shall vest every ____ months thereafter, subject to Optionee continuing to be a Service Provider on such dates. Notwithstanding the foregoing vesting schedule, immediately prior to a Change in Control (as that term is defined below), the earlier Option shall become vested and exercisable as to all unvested Shares (but in no event shall the option become vested and exerciseable for more than 100% of (i) Optionee's termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time) or (ii) in addition Shares subject to the conditions upon which Option). Notwithstanding the Option may automatically accelerate and become exercisable in accordance with the Planforegoing vesting schedule, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each if Optionee ceases to be a "Transaction") Service Provider as a result of which at least a majority Optionee's Disability or death, the Option shall become vested and exercisable as to all unvested Shares (but in no event shall the option become vested and exerciseable for more than 100% of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election Shares subject to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of DirectorsOption).

NOTICE OF STOCK. OPTION GRANT ---------------------------- Xxxxxx X. Xxxxxxxx 0000 Xxxxx Xxxxxx, #000 Xxxxx Xxxxxx, Xxxxxxxxxx 00000 [Optionee's name and address] You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of this Option Agreement and the Plan and Plan, including the provisions thereof relating to increases in the number of shares covered by this Stock Option Agreement. The terms upon the occurrence of your grant are set forth belowcertain specified events, as follows: Grant Number __________________________ Date of Grant: August 22, 2000 Grant __________________________ Vesting Commencement Date: August 22, 2000 Date __________________________ Exercise Price per Share: Share $0.35 per share _________________________ Total Number of Shares Granted: 2,600,000 Granted __________________________ Total Exercise Price: Price $910,000.00 _________________________ Type of Option: Non-Qualified Option ___ Incentive Stock Option ___ Nonqualified Stock Option Date Exercisable Immediately Exercisable Term/Expiration Date: August 22Date __________________________ (No more than 10 years from date of grant, 2007 (Seventh anniversary of Date of Grant5 years for certain grants) Vesting Schedule ---------------- The Optioned Stock shall be unvested and subject to repurchase by the Company at the Exercise Price paid per Share. Optionee shall acquire a vested interest in, and Vesting Schedule: ----------------------------- This Option the Company's repurchase right shall vest and become exercisable according to the following schedule: Subject to the following paragraphs, this Option shall vest and become exercisable lapse with respect to to, twenty-five percent (25%) of the shares of the Company's Common Optioned Stock subject to the Option (the "Shares") on the Option's Date of Grant, and thereafter, with respect to twenty-five percent (25%) of the Shares on each twelve-month first anniversary of the OptionVesting Commencement Date. Commencing on the first anniversary of the Vesting Commencement Date, the balance of the Optioned Stock shall vest in thirty-six (36) successive equal monthly installments over the thirty-six (36) month period measured from the first anniversary of the Vesting Commencement Date. In no event shall any additional Optioned Stock vest after Optionee's Date cessation of Grant (each, a "Vesting Date"), commencing Service. Optionee acknowledges and agrees that this Option is granted subject to and in accordance with the first such anniversary, such terms of the ClearCommerce Corporation 1997 Stock Option/Stock Issuance Plan. Optionee further agrees to be bound by the terms of the Plan and this Stock Option Agreement. Optionee understands that any Optioned Stock purchased under this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Date of Grant; provided, however, that Optionee has remained in Continuous Status as an Employee or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to the Option immediately prior to terms set forth in the earlier of (i) Optionee's termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time) or (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of DirectorsStock Purchase Agreement.

NOTICE OF STOCK. OPTION GRANT ---------------------------- Xxxxxx X. Xxxxxxxx 0000 Xxxxx Xxxxxx, #000 Xxxxx Xxxxxx, Xxxxxxxxxx 00000 You ("Optionee") have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement. The terms of your grant are set forth below: Date of GrantXxxxx: August 22, 2000 Vesting Commencement Date: August 22, 2000 Exercise Price per Share: $0.35 per share Total Number of Shares Granted: 2,600,000 Total Exercise Price: $910,000.00 Type of Option: Non-Qualified Stock Option Term/Expiration Date: August 22, 2007 (Seventh anniversary of Date of GrantXxxxx) Exercise and Vesting Schedule: ----------------------------- This Option shall vest and become exercisable according to the following schedule: Subject to the following paragraphs, this Option shall vest and become exercisable with respect to twenty-five percent (25%) of the shares of the Company's Common Stock subject to the Option (the "Shares") on the Option's Date of Grant, and thereafter, with respect to twenty-five percent (25%) of the Shares on each twelve-month anniversary of the Option's Date of Grant (each, a "Vesting Date"), commencing with the first such anniversary, such that this Option shall be vested and exercisable with respect to one hundred percent (100%) of the Shares on the third anniversary of the Option's Date of Grant; provided, however, that Optionee has remained in Continuous Status as an Employee or Consultant as of each Vesting Date. Notwithstanding the foregoing, this Option shall vest and become exercisable with respect to one hundred percent (100%) of the Shares subject to the Option immediately prior to the earlier of (i) Optionee's termination of employment with the Company for Good Reason or by the Company for any reason other than Cause, death or Disability (each such term as defined in that certain Employment Agreement between the Company and Optionee, dated as of August 22, 2000, as may be amended from time to time) or (ii) in addition to the conditions upon which the Option may automatically accelerate and become exercisable in accordance with the Plan, upon the consummation of the following: (a) any sale, merger, consolidation, tender offer or similar acquisition of shares, or other transaction or series of related transactions (each a "Transaction") as a result of which at least a majority of the voting power of the Company is not held, directly or indirectly, by the persons or entities who held the Company's securities with voting power before such Transaction; (b) a sale or other disposition of all or substantially all of the Company's assets, whether in one transaction or a series of related transactions; or (c) individuals who on the date hereof constitute the Board of Directors and any new Director (other than a Director designated by a person or entity who has entered into an agreement to effect a transaction described in clause (a) or (b) above) whose nomination and/or election to the Board of Directors was approved by a vote of at least a majority of the Directors then still in office who either were Directors on the date hereof or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors.