Common use of Performance Exit Option Clause in Contracts

Performance Exit Option. Except as provided in the immediately following sentence, no portion of the Performance Exit Option that is not vested as of the date of such a Termination of Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Exit Option that is vested as of the date of such Termination of Employment shall be exercised prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option. Notwithstanding the foregoing, if during the Involuntary Termination Protected Period either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), a portion of the Performance Exit Option as determined pursuant to Exhibit A will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any portion of the Performance Exit Option that remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, to the extent the Performance Exit Option remains outstanding as of the last day of the Involuntary Termination Protected Period, it shall be forfeited immediately following the last day of the Involuntary Termination Protected Period. Any portion of the Performance Exit Option that becomes vested pursuant to this Section 7(a)(i)(B) in connection with an Initial Public Offering or Change in Control may, subject to Section 8 hereof and Section 12 of the Plan, be exercised prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Option.

Performance Exit Option. Except as provided in the immediately following sentence, no portion of the Performance Exit Option that is not vested as of the date of such a Termination of Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Exit Option that is vested as of the date of such Termination of Employment shall be exercised by the Employee or the Employee’s Representative prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option. Notwithstanding the foregoing, if during the Involuntary Termination Protected D & D Protection Period either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), a portion of the Performance Exit Option as determined pursuant to Exhibit A will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any portion of the Performance Exit Option that remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, to the extent the Performance Exit Option remains outstanding as of the last day of the Involuntary Termination Protected D & D Protection Period, it shall be forfeited immediately following the last day of the Involuntary D & D Protection Period. Notwithstanding anything to the contrary in this Section 7(c), as of the date of a Termination Protected Periodof Employment as a result of an Employee’s death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested portion of the Performance Exit Option. Any portion of the Performance Exit Option that becomes vested pursuant to this Section 7(a)(i)(B7(c)(i)(B) in connection with an Initial Public Offering or Change in Control may, subject to Section 8 hereof and Section 12 of the Plan, be exercised by the Employee or the Employee’s Representative prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Option.

Performance Exit Option. Except as provided in the immediately following sentence, no portion of the Performance Exit Option that is not vested as of the date of such a Termination of Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Exit Option that is vested as of the date of such Termination of Employment shall be exercised by the Employee or the Employee's Representative prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Company Option. Notwithstanding the foregoing, if during the Involuntary Termination Protected Period either (I) an Initial Public Offering occursD & D Protection Period, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable Control (and subject to the consummation of such Initial Public Offering or Change in Control), a portion of the Performance Exit Option as determined pursuant to Exhibit A will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any portion of the Performance Exit Option that remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, to the extent the Performance Exit Option remains outstanding as of the last day of the Involuntary Termination Protected D & D Protection Period, it shall be forfeited immediately following the last day of the Involuntary D & D Protection Period. Notwithstanding anything to the contrary in this Section 6(c), as of the date of a Termination Protected Periodof Employment as a result of an Employee's death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested portion of the Performance Exit Option. Any portion of the Performance Exit Option that becomes vested pursuant to this Section 7(a)(i)(B6(c)(ii) in connection with an Initial Public Offering or a Change in Control may, subject to Section 8 7 hereof and Section 12 11 of the Plan, be exercised by the Employee or the Employee's Representative prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Company Option.

Performance Exit Option. Except as provided in the immediately following sentence, no portion of the Performance Exit Option that is not vested as of the date of such a Termination of Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Exit Option that is vested as of the date of such Termination of Employment shall be exercised prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Company Option. Notwithstanding the foregoing, if during the Involuntary Termination Protected Period either (I) an Initial Public Offering occursPeriod, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable Control (and subject to the consummation of such Initial Public Offering or Change in Control), a portion of the Performance Exit Option as determined pursuant to Exhibit A will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any portion of the Performance Exit Option that remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, to the extent the Performance Exit Option remains outstanding as of the last day of the Involuntary Termination Protected Period, it shall be forfeited immediately following the last day of the Involuntary Termination Protected Period. Any portion of the Performance Exit Option that becomes vested pursuant to this Section 7(a)(i)(B6(a)(i)(B) in connection with an Initial Public Offering or a Change in Control may, subject to Section 8 7 hereof and Section 12 11 of the Plan, be exercised prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Company Option.