Common use of Option Vesting Clause in Contracts

Option Vesting. The Option shall vest and become exercisable as to 50% of the Option on the Date of Grant. The Option shall vest and become exercisable as to the remaining 50% of the Option pro rata on the 25th of each month over the eighteen month period immediately following the Date of Grant, provided that Executive is employed by the Company on each such vesting date. For avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each vesting date and vesting shall occur only on the appropriate vesting date pursuant to this Section 4(c)(iii). Vesting and exercisability shall be accelerated as follows: (A) upon a Termination without Cause or a Termination for Good Reason, the Option will immediately vest and become exercisable (to the extent not then vested) as follows: 83.33% of the Option if the termination takes place on or after the Date of Grant and prior to the first anniversary of the Date of Grant; and 100% of the Option if the termination takes place thereafter; or (B) upon death or Termination for a Disability, the Option will immediately vest as to 50% of Executive's then unvested shares; and (C) upon the occurrence of a Change in Control while Executive is employed by the Company, the Option will fully vest and become exercisable in full (x) six (6) months after the Change in Control if Executive is then employed by the Company, or (y) if earlier, at, after or in connection with or in anticipation of the Change in Control, upon a Termination without Cause, Termination for Good Reason, Termination as a result of death or Termination for Disability or (z) if the Option is not continued, assumed or substituted for upon a Change in Control, immediately prior to the Change in Control. For this purpose, the Option will not be considered substituted for unless the terms and conditions of the substitute Option are no less favorable to Executive than those of the Option. Upon a Termination without Cause or a Termination for Good Reason that takes place prior to the Date of Grant, the Company shall immediately issue to the Executive 50% of the Option, which shall be fully vested upon the date of issue. If the Company is unable to issue all or any portion of the Option as provided in this Section 4(c) due to the lack of an adequate number of authorized options under its stock option plans, then the Company shall provide the Executive with alternative compensation of comparable value.

Option Vesting. The Option shall vest and become exercisable as to 50% of the Option on the Date of Grant. The Option shall vest and become exercisable as to the remaining 50% of the Option pro rata on the 25th of each month over the eighteen month period immediately following the Date of Grant, provided that Executive is employed by the Company on each such vesting date. For avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each vesting date and vesting shall occur only on the appropriate vesting date pursuant to this Section 4(c)(iii). Vesting and exercisability shall be accelerated as follows: (A) upon a Termination without Cause or a Termination for Good Reason, the Option will immediately vest and become exercisable (to the extent not then vested) as follows: 83.33% of the Option if the termination takes place on or after the Date of Grant and prior to the first anniversary of the Date of Grant; and 100% of the Option if the termination takes place thereafter; or (B) upon death or Termination for a Disability, the Option will immediately vest as to 50% of Executive's then unvested shares; and (C) upon the occurrence of a Change in Control while Executive is employed by the CompanyCompany or upon a termination without Cause in anticipation of a Change in Control or a Termination for Good Reason in anticipation of a Change in Control, the Option will fully vest and become exercisable in full (x) six (6) months after the Change in Control if Executive is then employed by the Company, or (y) if earlier, at, after or in connection with or in anticipation of the Change in Control, upon a Termination without Cause, Termination for Good Reason, Termination as a result of death or Termination for Disability or (z) if the Option is not continued, assumed or substituted for upon a Change in Control, immediately prior to the Change in Control. For this purpose, the Option will not be considered substituted for unless the terms and conditions of the substitute Option are no less favorable to Executive than those of the Optionimmediately. Upon a Termination without Cause or a Termination for Good Reason that takes place prior to the Date of Grant, other than as covered in the next sentence, the Company shall immediately issue to the Executive 50% of the Option, which shall be fully vested upon the date of issue. If the Company is unable to issue all or any portion of the Option as provided in this Section 4(c) herein due to the lack of an adequate number of authorized options under its stock option plans, then the Company shall provide the Executive with alternative compensation of comparable value.

Option Vesting. The Option shall vest and become exercisable as to fifty percent (50% %) of the Option on June 20, 2001 (the Date of Grant"First Vesting Date"). The Option shall vest and become exercisable as to the remaining fifty percent (50% %) of the Option pro rata on the 25th 20th of each month over the eighteen month period immediately following the Date of GrantFirst Vesting Date, provided that Executive is employed by the Company on each such vesting date. For avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each vesting date and vesting shall occur only on the appropriate vesting date pursuant to this Section 4(c)(iii4(c)(ii). Vesting and exercisability shall be accelerated as follows: (A) upon a Termination without Cause or a Termination for Good Reason, the Option will immediately vest and become exercisable (to the extent not then vested) as follows: 50% of the Option if the termination takes place prior to the First Vesting Date; 83.33% of the Option if the termination takes place on or after the First Vesting Date of Grant and prior to the first anniversary of the Date of GrantFirst Vesting Date; and 100% of the Option if the termination takes place thereafter; or (B) upon death or Termination for a Disability, the Option will immediately vest as to 50% of Executive's then unvested shares; and (C) upon the occurrence of a Change in Control while Executive is employed by the Company, the Option will fully vest and become exercisable in full (x) six (6) months after the Change in Control if Executive is then employed by the Company, or (y) if earlier, at, after or in connection with or in anticipation of the Change in Control, upon a Termination without Cause, Termination for Good Reason, Termination as a result of death or Termination for Disability or (z) if immediately prior to the Change in Control, in the event that the Option is not continued, assumed or substituted for upon a Change in Control, immediately prior to the Change in Control. For this purpose, the Option will not be considered substituted for unless the terms and conditions of the substitute Option are no less favorable to Executive than those of the Option. Upon a Termination without Cause or a Termination for Good Reason that takes place prior to the Date of Grant, the Company shall immediately issue to the Executive 50% of the Option, which shall be fully vested upon the date of issue. If the Company is unable to issue all or any portion of the Option as provided in this Section 4(c) due to the lack of an adequate number of authorized options under its stock option plans, then the Company shall provide the Executive with alternative compensation of comparable value.

Option Vesting. The (a) For each Optionee who is a Nonemployee Director, the Optionee's right to exercise an Option shall vest at all times be 100% vested. (b) For each Optionee who is a Key Employee, the Optionee's right to exercise an Option shall be immediately and become exercisable as to 50automatically 25% vested upon the grant of the Option on and thereafter shall become vested in accordance with the following schedule: Anniversary of Date of Grant. The Option shall vest and become exercisable as to the remaining Granted Percentage Vested ------------------- ----------------- First Anniversary 50% Second Anniversary 75% Third Anniversary 100% An Optionee may not exercise any part of an Option which is not vested. At any time after the grant of an Option, the Committee may, in its sole discretion and subject to whatever terms and conditions it determines appropriate, accelerate the period during which an Option pro rata on the 25th of each month over the eighteen month period immediately following the Date of Grantvests hereunder. (c) Notwithstanding Subsection (b), provided that Executive is employed by the Company on each such vesting date. For avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each vesting date and vesting shall occur only on the appropriate vesting date pursuant to this Section 4(c)(iii). Vesting and exercisability shall be accelerated as follows: (A) upon a Termination without Cause or a Termination for Good Reason, the Option will immediately vest and become exercisable (to the extent not then vested) as follows: 83.33% of the Option if the termination takes place on or after the Date of Grant and prior to the first anniversary of the Date of Grant; and 100% of the Option if the termination takes place thereafter; or (B) upon death or Termination for a Disability, the Option will immediately vest as to 50% of Executive's then unvested shares; and (C) upon the occurrence event of a Change in Control, an Optionee shall automatically become 100% vested in the Option awarded to such Optionee even if the Change of Control while Executive shall occur prior to the third anniversary of the date an Option is employed granted to the Optionee. (d) No portion of an Option which is unexercisable at Termination of Employment shall thereafter become exercisable; provided, however, that provision may be made that such Option shall become exercisable, with the consent of the Committee, in the event of a Termination of Employment because of the Optionee's normal retirement or permanent and total disability (each as determined by the CompanyCommittee in accordance with Company policies), death or early retirement. (e) Anything in this Section 4.4 to the contrary notwithstanding, no Option will fully vest and become shall be exercisable in full (x) by any Optionee who is then subject to Section 16 of the Exchange Act within the period ending six (6) months after the Change in Control if Executive is then employed by the Company, or (y) if earlier, at, after or in connection with or in anticipation of the Change in Control, upon a Termination without Cause, Termination for Good Reason, Termination as a result of death or Termination for Disability or (z) if date the Option is granted. This Subsection (e) shall not continued, assumed or substituted for upon a Change in Control, immediately prior apply to the Change in Control. For this purpose, exercise of any Option by an Optionee if the grant of such Option will not be considered substituted for unless the terms and conditions of the substitute Option are no less favorable to Executive than those of the Option. Upon a Termination without Cause or a Termination for Good Reason that takes place prior to the Date Optionee was approved in advance by the Board or, if the Committee is then composed solely of Granttwo or more Nonemployee Directors, by the Company shall immediately issue to the Executive 50% of the OptionCommittee, which shall be fully vested upon or was approved in advance or subsequently ratified not later than the date of issue. If the Company is unable to issue all or any portion next annual meeting of the Option as provided in this Section 4(c) due to Company's stockholders, by the lack of an adequate number of authorized options under its stock option plans, then the Company shall provide the Executive with alternative compensation of comparable valuestockholders.

Option Vesting. The Option shall vest and become exercisable as to 50% of the Option on the Date of Grant. The Option shall vest and become exercisable as to the remaining 50% of the Option pro rata on the 25th of each month over the eighteen month period immediately following the Date of Grant, provided that Executive is employed by the Company on each such vesting date. For avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each vesting date and vesting shall occur only on the appropriate vesting date pursuant to this Section 4(c)(iii). Vesting and exercisability shall be accelerated as follows: (A) upon a Termination without Cause or a Termination for Good Reason, the Option will immediately vest and become exercisable (to the extent not then vested) as follows: 83.33% of the Option if the termination takes place on or after the Date of Grant and prior to the first anniversary of the Date of Grant; and 100% of the Option if the termination takes place thereafter; or (B) upon death or Termination for a Disability, the Option will immediately vest as to 50% of Executive's then unvested shares; and (C) upon the occurrence of a Change in Control while Executive is employed by the Company, the Option will fully vest and become exercisable in full (x) six (6) months after the Change in Control if Executive is then employed by the Company, or (y) if earlier, at, after or in connection with or in anticipation of the Change in Control, upon a Termination without Cause, Termination for Good Reason, Termination as a result of death or Termination for Disability or (z) immediately prior to the Change in Control, if the Option is not continued, assumed or substituted for upon a Change in Control, immediately prior to the Change in Control. For this purpose, the Option will not be considered substituted for unless the terms and conditions of the substitute Option are no less favorable to Executive than those of the Option. Upon a Termination without Cause or a Termination for Good Reason that takes place prior to the Date of Grant, the Company shall immediately issue to the Executive 50% of the Option, which shall be fully vested upon the date of issue. If the Company is unable to issue all or any portion of the Option as provided in this Section 4(c) herein due to the lack of an adequate number of authorized options under its stock option plans, then the Company shall provide the Executive with alternative compensation of comparable value.

Option Vesting. The Option shall vest and become exercisable as to fifty percent (50% %) of the Option on May 20, 2001 (the Date of Grant"First Vesting Date"). The Option shall vest and become exercisable as to the remaining fifty percent (50% %) of the Option pro rata on the 25th 20th of each month over the eighteen month period immediately following the Date of GrantFirst Vesting Date, provided that Executive is employed by the Company on each such vesting date. For avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each vesting date and vesting shall occur only on the appropriate vesting date pursuant to this Section 4(c)(iii4(c)(ii). Vesting and exercisability shall be accelerated as follows: (A) upon a Termination without Cause or a Termination for Good Reason, the Option will immediately vest and become exercisable (to the extent not then vested) as follows: 50% of the Option if the termination takes place prior to the First Vesting Date; 83.33% of the Option if the termination takes place on or after the First Vesting Date of Grant and prior to the first anniversary of the Date of GrantFirst Vesting Date; and 100% of the Option if the termination takes place thereafter; or (B) upon death or Termination for a Disability, the Option will immediately vest as to 50% of Executive's then unvested shares; and (C) upon the occurrence of a Change in Control while Executive is employed by the Company, the Option will fully vest and become exercisable in full (x) six (6) months after the Change in Control if Executive is then employed by the Company, or (y) if earlier, at, after or in connection with or in anticipation of the Change in Control, upon a Termination without Cause, Termination for Good Reason, Termination as a result of death or Termination for Disability or (z) if immediately prior to the Change in Control, in the event that the Option is not continued, assumed or substituted for upon a Change in Control, immediately prior to the Change in Control. For this purpose, the Option will not be considered substituted for unless the terms and conditions of the substitute Option are no less favorable to Executive than those of the Option. Upon a Termination without Cause or a Termination for Good Reason that takes place prior to the Date of Grant, the Company shall immediately issue to the Executive 50% of the Option, which shall be fully vested upon the date of issue. If the Company is unable to issue all or any portion of the Option as provided in this Section 4(c) due to the lack of an adequate number of authorized options under its stock option plans, then the Company shall provide the Executive with alternative compensation of comparable value.