Common use of Qualified Stock Options Clause in Contracts

Qualified Stock Options. Upon the occurrence of a Transaction (as defined in Section 4 hereof) or a Qualified Termination Event occurring prior to the Closing Date, Employee shall be entitled to the following treatment of stock options to purchase shares of common stock of the Company (“Common Stock”) heretofore granted to him under the Company’s 1995 Stock Plan or 1996 Stock Plan, each as amended (the “Stock Plans”), that have not been terminated, cancelled or otherwise surrendered (collectively, the “Qualified Stock Options”): (a) Any and all such Qualified Stock Options shall become fully vested as of, and subject to, the closing date of the Transaction (the “Closing Date”) or Termination Date of such Qualified Termination Event, as applicable; and (b) Subject to earlier termination in accordance with the terms of the stock option agreements and the Stock Plans pursuant to which the Qualified Stock Options were granted, Employee shall be entitled to exercise the Qualified Stock Options for a period of five (5) years after the earlier to occur of (i) the Closing Date and (ii) the Termination Date of such Qualified Termination Event; provided that the foregoing provision shall in no way affect the terms of a Qualified Stock Option if such terms would otherwise provide for a longer period to exercise such Qualified Stock Options. Employee acknowledges that from and after the date hereof certain of the Qualified Stock Options (or portions thereof) may no longer qualify as an incentive stock option within the meaning of the Internal Revenue Code of 1986, as amended. Except as expressly provided in this Section 2, all other provisions of the stock option agreements and the Stock Plans pursuant to which the Qualified Stock Options were granted shall continue to govern the terms of the Qualified Stock Options.