Common use of Option Vesting Schedule Clause in Contracts

Option Vesting Schedule. For so long as Employee is employed by the ----------------------- Company or any of its subsidiaries, and thereafter solely to the extent set forth in Sections 8.5(b) and 8.6(b), the Unvested Class A Options, the Unvested Class L Options and the Unvested $61 Options shall vest in accordance with the following schedule (or as otherwise set forth in Exhibit A hereto): (1) 35% upon Closing; and (2) 65% in equal monthly installments beginning on the 28th day of the month during which the Closing occurs and ending on October 28, 2000; provided, however, that 50% of the Unvested Replacement Options which vest on any date shall become "Escrow Options." Thereafter, any cash, Company Common -------------- Stock or other securities of any entity which are received upon the exercise, sale, transfer or other disposition of any Escrow Option or the proceeds thereof shall be deposited (net of applicable taxes payable in respect thereof (such amount referred to herein as the "Taxes")) into an escrow account established pursuant to a mutually acceptable escrow agreement (the "Escrow Account"). All -------------- assets held in the Escrow Account shall be released to Employee on the earlier of (i) the fourth anniversary of the Closing and (ii) the termination date of the Noncompetition Period set forth in the Non-Compete and Technology Transfer Agreement between Employee and the Company dated as of the date hereof (as may be amended or otherwise modified from time to time, the "Non-Compete Agreement") --------------------- (such date, the "Release Date"); provided, however, that upon a determination by ------------ the Board of Directors that a material violation of the Non-Compete Agreement by Employee has occurred prior to the Release Date (such determination to be made only if Employee has failed to cure such violation to the reasonable satisfaction of the Board of Directors within a reasonable period of time after having been given ten (10) business days written notice thereof), (x) all assets in the Escrow Account shall be immediately released to the Company and (y) Employee shall pay to the Company an amount equal to the Taxes.

Option Vesting Schedule. For so long as Employee is employed by Subject to the ----------------------- acceleration provisions set forth in Section 2.3 below, the Optionee shall have the right, but not the obligation, to purchase from the Company or any of its subsidiaries, and thereafter solely (to the extent set forth in Sections 8.5(b) and 8.6(bnot previously purchased), the Unvested Class A Options, the Unvested Class L Options and the Unvested $61 Options Company shall have the obligation to sell to the Optionee, at a per Share price equal to the Exercise Price, at any time prior to the earlier of the expiration of such right pursuant to Section 2.2 and the termination of such right pursuant to Section 2.3, up to the number of Shares which constitute Vested Shares as of the date of exercise effected in accordance with Sections 2.4 and 2.5 (the “Option”). The Shares shall vest as follows: (a) a total of 1/48th of the Shares shall vest on November 24, 2012 (the “First Vesting Date”, which corresponds with the one (1) month anniversary of the Effective Date), provided that the Optionee continues to provide the Services to the Company or its Affiliates from the Effective Date through the First Vesting Date; and (b) an additional 1/48th of the Shares shall vest on the 24th day of each subsequent full calendar month following the First Vesting Date (each, a “Subsequent Vesting Date”), provided that the Optionee continues to provide the Services to the Company or its Affiliates from the Effective Date through such Subsequent Vesting Date, until the Option is fully vested on November 24, 2016. All Shares that have vested in accordance with the following foregoing schedule (shall be referred to as “Vested Shares.” All Shares that have not yet vested in accordance with the foregoing schedule shall be referred to as “Unvested Shares.” The Option may only be exercised at any time as to a whole number of Vested Shares. Any full or as otherwise partial exercise of the Option set forth in Exhibit A hereto): (1) 35% upon Closing; and (2) 65% this Section 2.1 shall be made in equal monthly installments beginning on accordance with the 28th day terms of Section 2.4. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, appropriate adjustments shall be made by the Company to the number of Shares, the number of Vested Shares and Unvested Shares and the Exercise Price in order to prevent the dilution or enlargement of rights and benefits hereunder. In no event shall any such adjustments be made in connection with the conversion of one or more outstanding shares of the month during which the Closing occurs and ending on October 28, 2000; provided, however, that 50% Company’s preferred stock into shares of the Unvested Replacement Options which vest on any date shall become "Escrow Options." Thereafter, any cash, Company Common -------------- Stock or other securities in connection with the cashless exercise of any entity which are received upon the exercise, sale, transfer stock options or other disposition of any Escrow Option or the proceeds thereof shall be deposited (net of applicable taxes payable in respect thereof (such amount referred to herein as the "Taxes")) into an escrow account established pursuant to a mutually acceptable escrow agreement (the "Escrow Account"). All -------------- assets held in the Escrow Account shall be released to Employee on the earlier of (i) the fourth anniversary of the Closing and (ii) the termination date of the Noncompetition Period set forth in the Non-Compete and Technology Transfer Agreement between Employee and the Company dated as of the date hereof (as may be amended or otherwise modified from time to time, the "Non-Compete Agreement") --------------------- (such date, the "Release Date"); provided, however, that upon a determination by ------------ the Board of Directors that a material violation of the Non-Compete Agreement by Employee has occurred prior to the Release Date (such determination to be made only if Employee has failed to cure such violation to the reasonable satisfaction of the Board of Directors within a reasonable period of time after having been given ten (10) business days written notice thereof), (x) all assets in the Escrow Account shall be immediately released to the Company and (y) Employee shall pay to the Company an amount equal to the Taxeswarrants.

Option Vesting Schedule. For so long as Employee is employed by Subject to the ----------------------- acceleration provisions set forth in Section 2.3 below, the Optionee shall have the right, but not the obligation, to purchase from the Company or any of its subsidiaries, and thereafter solely (to the extent set forth in Sections 8.5(b) and 8.6(bnot previously purchased), the Unvested Class A Options, the Unvested Class L Options and the Unvested $61 Options Company shall have the obligation to sell to the Optionee, at a per Share price equal to the Exercise Price, at any time prior to the earlier of the expiration of such right pursuant to Section 2.2 and the termination of such right pursuant to Section 2.3, up to the number of Shares which constitute Vested Shares as of the date of exercise effected in accordance with Sections 2.4 and 2.5 (the “Option”). The Shares shall vest as follows: (a) a total of 1/12th of the Shares shall vest on June 3, 2011 (the “First Vesting Date”, which corresponds with the three (3) month anniversary of the Effective Date), provided that the Optionee continues to provide the Services to the Company or its Affiliates from the Effective Date through the First Vesting Date; and (b) an additional 1/12th of the Shares shall vest on the 3rd day of each subsequent third full calendar month following the First Vesting Date (each, a “Subsequent Vesting Date”), provided that the Optionee continues to provide the Services to the Company or its Affiliates from the Effective Date through such Subsequent Vesting Date, until the Option is fully vested on March 3, 2014. All Shares that have vested in accordance with the following foregoing schedule (shall be referred to as “Vested Shares”. All Shares that have not yet vested in accordance with the foregoing schedule shall be referred to as “Unvested Shares”. The Option may only be exercised at any time as to a whole number of Vested Shares. Any full or as otherwise partial exercise of the Option set forth in Exhibit A hereto): (1) 35% upon Closing; and (2) 65% this Section 2.1 shall be made in equal monthly installments beginning on accordance with the 28th day terms of Section 2.4. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, appropriate adjustments shall be made by the Company to the number of Shares, the number of Vested Shares and Unvested Shares and the Exercise Price in order to prevent the dilution or enlargement of rights and benefits hereunder. In no event shall any such adjustments be made in connection with the conversion of one or more outstanding shares of the month during which the Closing occurs and ending on October 28, 2000; provided, however, that 50% Company’s preferred stock into shares of the Unvested Replacement Options which vest on any date shall become "Escrow Options." Thereafter, any cash, Company Common -------------- Stock or other securities in connection with the cashless exercise of any entity which are received upon the exercise, sale, transfer stock options or other disposition of any Escrow Option or the proceeds thereof shall be deposited (net of applicable taxes payable in respect thereof (such amount referred to herein as the "Taxes")) into an escrow account established pursuant to a mutually acceptable escrow agreement (the "Escrow Account"). All -------------- assets held in the Escrow Account shall be released to Employee on the earlier of (i) the fourth anniversary of the Closing and (ii) the termination date of the Noncompetition Period set forth in the Non-Compete and Technology Transfer Agreement between Employee and the Company dated as of the date hereof (as may be amended or otherwise modified from time to time, the "Non-Compete Agreement") --------------------- (such date, the "Release Date"); provided, however, that upon a determination by ------------ the Board of Directors that a material violation of the Non-Compete Agreement by Employee has occurred prior to the Release Date (such determination to be made only if Employee has failed to cure such violation to the reasonable satisfaction of the Board of Directors within a reasonable period of time after having been given ten (10) business days written notice thereof), (x) all assets in the Escrow Account shall be immediately released to the Company and (y) Employee shall pay to the Company an amount equal to the Taxeswarrants.