Stock Award Acceleration. (i) If Executive’s employment is terminated by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period.
(ii) The vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of a Change of Control.
(iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s Stock Awards shall be automatically accelerated on the later of (A) the date of termination or (B) the date of the Change of Control. In addition, Executive’s Stock Awards may be exercised by Executive (or Executive’s guardian or legal representative) until the latest of (A) three (3) months after the date of termination, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of Control pursuant to this Section 3(g)(iii), three (3) months after the date of the Change of Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award.
(iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.
Stock Award Acceleration. Provided that Executive complies with Section 5 below, all outstanding stock options granted and restricted stock issued by the Company to Executive prior to the Change of Control shall become fully vested and exercisable immediately prior to the effective date of the Termination Upon a Change of Control.
Stock Award Acceleration. Executive’s stock options which are outstanding as of the date of the Termination Event (the “Stock Options”) shall become fully vested upon the occurrence of the Termination Event and exercisable so long as Executive complies with the restrictions and limitations set forth in Article IV. The maximum period of time during which the Stock Options shall remain exercisable, and all other terms and conditions of the Stock Options, shall be as specified in the relevant Stock Option agreements and relevant stock plans under which the Stock Option were granted. The term “Stock Options” shall not include any rights of the Executive under the Company’s employee stock purchase plan. Executive’s restricted stock awards that are outstanding as of the date of the Termination Event (“Restricted Stock”) shall become fully vested and free from any contractual rights of the Company to repurchase or otherwise reacquire the Restricted Stock as a result of Executive’s termination of employment. All shares of Restricted Stock which have not yet been delivered to Executive or his designee (whether because subject to joint escrow instructions or otherwise) shall be promptly delivered to Executive or his designee upon the occurrence of a Termination Event.
Stock Award Acceleration. Executive’s stock options which are outstanding as of the date of the Termination Event (the “Stock Options”) shall become fully vested upon the occurrence of the Termination Event and exercisable so long as Executive complies with the restrictions and limitations set forth in Article IV. The maximum period of time during which the Stock Options shall remain exercisable, and all other terms and conditions of the Stock Options, shall be as specified in the relevant Stock Option agreements and relevant stock plans under which the Stock Option were granted. The term “Stock Options” shall not include any rights of the Executive under the Company’s employee stock purchase plan. Executive’s restricted stock awards that are outstanding as of the date of the Termination Event (“Restricted Stock”) and that are not subject to performance-based vesting shall become fully vested and free from any contractual rights of the Company to repurchase or otherwise reacquire the Restricted Stock as a result of Executive’s termination of employment. All shares of Restricted Stock which have not yet been delivered to Executive or his designee (whether because subject to joint escrow instructions or otherwise) shall be delivered to Executive or his designee as soon as administratively feasible after the occurrence of a Termination Event. Executive’s restricted stock awards that are subject to performance-based vesting shall be covered by the terms of the applicable award agreement. The treatment of Executive’s other awards, if any, outstanding under the 1999 Stock Plan of the Company, or any successor plan thereto (together the “Stock Plan”), at the time of the Termination Event shall be governed by the respective award agreement. This includes but is not limited to restricted stock units, awards under the long-term performance program, and includes awards made pursuant to the Stock Plan which may be settled in cash.
Stock Award Acceleration. Immediately prior to the effective date of ------------------------ the Change of Control, 100% of all outstanding stock options granted and restricted stock issued by the Company to Executive prior to the date of this Agreement, including the options described in the Memorandum from Xxxx Xxxxxxxx dated March 29, 2002, together with any options issued in a tender offer in exchange for such outstanding options (collectively the "Outstanding Options"), shall vest. In addition, all vested Outstanding Options, including the accelerated options described above, shall be exercisable by Executive for a period of one year following the end of such transition period (if any) or one year following termination if the Company requests no transition period.
Stock Award Acceleration. (i) Subject to Section 4(d), in the event of Executive’s Separation from Service by reason of Executive’s death or discharge by the Company following Executive’s Permanent Disability, the vesting and/or exercisability of 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of Executive’s Separation from Service.
(ii) Subject to Section 4(d), in the event of a Change in Control, the vesting and/or exercisability of 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the first to occur of (A) Executive’s Involuntary Termination following such Change in Control, or (B) the first anniversary of the closing of such Change in Control.
(iii) Subject to Section 4(d), in the event of Executive’s Involuntary Termination prior to the occurrence of a Change in Control, the vesting and/or exercisability of any outstanding unvested portion of each of Executive’s Stock Awards shall be automatically accelerated as to the number of Stock Awards that would vest over the nine (9) month period following the date of Executive’s Separation from Service had Executive remained continuously employed by the Company during such period.
(iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.
Stock Award Acceleration. Upon Executive's termination date, 100% of all outstanding stock options granted by the Company to Executive described in the Letter (collectively the "Outstanding Options") shall vest. In addition, all Outstanding Options, including the accelerated options described above, shall be exercisable by Executive for a period of one (1) year following the end of such transition period (if any) or one year following termination if the Company requests no transition period.
Stock Award Acceleration. Immediately prior to the effective date of the Change of Control, 100% of all outstanding stock options granted, restricted stock units granted and/or restricted stock issued to Executive (collectively the “Outstanding Equity”), shall vest. In addition, all Outstanding Equity consisting of stock options shall be exercisable by Executive for a period of ninety (90) days following the end of such transition period (if any) or ninety (90) days following termination if the Company requests no transition period.”
2. Section 3.4 of the Retention Agreement shall be amended to read in its entirety as follows:
Stock Award Acceleration. Immediately prior to the effective date of the Change of Control, 100% of all outstanding stock options granted and restricted stock issued by the Company to Executive prior to the date of this Agreement, including the options described in the letter from W. Mxxxxxx Xxxx dated August 1, 2007 (the “Letter”), (collectively the “Outstanding Options”), shall vest. In addition, all Outstanding Options, including the accelerated options described above, shall be exercisable by Executive for a period of one year following the end of such transition period (if any) or one (1) year following termination if the Company requests no transition period.
Stock Award Acceleration. Upon Executive's termination date, all ------------------------ outstanding stock options granted and restricted stock issued by the Company to Executive prior to Executive's Termination in Absence of Change of Control shall have their vesting accelerated by a number of months equal to twelve (12) months; provided, however, that, for purposes of this Section 4.1 (c), the number of stock options granted to Executive shall be deemed to be 500,000 (i.e., vesting of 125,000 options will be accelerated).
