Stock Option Vesting. Executive owns options to purchase shares of the Company’s common stock, the terms and conditions of which are subject to the 1997 Plan and certain Stock Option Agreements, executed in connection with each applicable stock option grant by and between the Company and Executive (collectively, Executive’s “Options”). With respect to the 1997 Plan, Executive and the Company hereby agree that (i) all vesting of Executive’s Options under the 1997 Plan shall continue through the Separation Date and cease immediately thereafter; (ii) any Options that are unvested as of the Separation Date shall immediately terminate as of the Separation Date; and (iii) Executive’s right to exercise any Options that are vested as of the Separation Date shall terminate on the date that is three months after the Separation Date; provided, however, that in the event of Executive’s death or Total Disability (as defined in the 1997 Plan) prior to the Separation Date, Executive’s estate shall, in accordance with the terms and conditions of the 1997 Plan, have one year after the Separation Date to exercise any then vested stock options (the applicable exercise period of the Options following the Separation Date, the “Extended Exercise Period”). If, anytime after the Separation Date Executive desires to exercise any stock options then currently exercisable and not yet terminated, but Executive is precluded from exercising any of such stock options for any reason not caused by Executive’s personal actions or omission, including, without limitation, if there is no applicable registration statement then currently “effective” under applicable SEC rules and regulations that would cover the Company’s issuance of shares upon exercise of such option, or if the Executive is subject to a trading black-out period in connection with Executive’s consulting or other work with the Company, then the Company agrees to toll such Extended Exercise Period for any period during which Executive is precluded from exercising any such stock options for any such reason; provided, however, that in the event that any such tolling would result in subjecting any Options to any tax, penalty or interest under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), then, notwithstanding anything to the contrary contained herein, the Extended Exercise Period shall terminate on the latest date on which Executive (or Executive’s estate, as applicable) may exercise such Options without subjecting the Options to any tax, penalty or interest under Section 409A. (For example, if Executive is unable to exercise any then currently exercisable and not yet terminated stock options during a two month period after the Separation Date, then the Extended Exercise Period shall be extended for an additional two months, thus providing Executive the full time period in which Executive may exercise such stock options, unless such extension would result in subjecting the options to any tax, penalty or interest under Section 409A, in which case the Extended Exercise Period shall terminate on the latest date on which Executive may exercise the option without subjecting it to any tax, penalty or interest under Section 409A.) Notwithstanding anything to the contrary herein, in the 1997 Plan or in the Stock Option Agreements, in no event shall any vested Options be exercisable by Executive (or Executive’s estate) beyond the maximum term of such Option as set forth in the applicable Stock Option Agreement, and Options shall remain subject to earlier termination in accordance with Section 6.2 of the 1997 Plan.
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Samples: Executive Severance Agreement (Meade Instruments Corp), Executive Severance Agreement (Meade Instruments Corp)
Stock Option Vesting. Executive owns options to purchase shares of the Company’s common stock, the terms and conditions of which are subject to the 1997 Plan and certain Stock Option Agreements, executed in connection with each applicable stock option grant by and between the Company and Executive (collectively, Executive’s “Options”). With respect to the 1997 Plan, Executive and the Company hereby agree that (i) all vesting of Executive’s Options under the 1997 Plan shall continue through the Separation Date and cease immediately thereafter; (ii) any Options that are unvested as of the Separation Date shall immediately terminate as of the Separation Date; and (iii) Executive’s right to exercise any Options that are vested as of the Separation Date shall continue or terminate on as set forth below:
2.4.1 All stock options granted and exercisable pursuant to stock option grants dated (a) Xxxxx 0, 0000, (x) April 2, 2003, and (c) June 3, 2004 (collectively, the date that is three months after “Extended Options”) shall remain exercisable for the Separation DateExtended Exercise Period (as defined below); provided, however, that in the event of Executive’s death or Total Disability (as defined in the 1997 Plan) prior to the Separation Date, Executive’s estate shall, in accordance with the terms and conditions of the 1997 Plan, have one year after the Separation Date such death or disability, to exercise any then vested stock options.
2.4.2 All stock options (the applicable exercise granted and exercisable pursuant to all other stock option grant dates not listed in Section 2.4.1 shall remain exercisable for a period of three months after the Options following Separation Date; provided, however, that in the event of Executive’s death or Total Disability prior to the Separation Date, Executive’s estate shall, in accordance with the terms and conditions of the 1997 Plan, have one year after the Separation Date, to exercise any then vested stock options. For purposes of this Agreement, “Extended Exercise Period” shall be defined as the period of time commencing on the Separation Date and continuing until December 31, 2007; provided, however, that, to the extent permitted as of December 31, 2007 without subjecting the Options to any tax, penalty or interest under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”). , the Extended Exercise Period shall continue thereafter for so long as Executive remains a consultant or outside counsel for the Company following December 31, 2007 and ending on the date that is three months after the Company provides written notice to Executive of its intention to terminate the Extended Exercise Period; provided further, however, that in no event shall this Extended Exercise Period continue beyond the latest date on which Executive (or Executive’s estate, as applicable) may exercise the Options without subjecting the Options to any tax, penalty or interest under Section 409A. If, anytime after the Separation Date Executive desires to exercise any stock options then currently exercisable and not yet terminated, but Executive is precluded from exercising any of such stock options for any reason not caused by Executive’s personal actions action or omission, including, without limitation, if there is no applicable registration statement then currently “effective” under applicable SEC rules and regulations that would cover the Company’s issuance of shares upon exercise of such option, or if the Executive is subject to a trading black-out period in connection with Executive’s consulting or other work with the Company, then the Company agrees to toll such Extended Exercise Period for any period during which Executive is precluded from exercising any such stock options for any such reason; provided, however, that in the event that any such tolling would result in subjecting any Options to any tax, penalty or interest under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), then, notwithstanding anything to the contrary contained herein, the Extended Exercise Period shall terminate on the latest date on which Executive (or Executive’s estate, as applicable) may exercise such Options without subjecting the Options to any tax, penalty or interest under Section 409A. (For example, if Executive is unable to exercise any then currently exercisable and not yet terminated stock options during a two month period after the Separation Date, then the Extended Exercise Period shall be extended for an additional two months, thus providing Executive the full time period periods in which Executive may exercise such stock options, unless such extension would result in subjecting the options to any tax, penalty or interest under Section 409A, in which case the Extended Exercise Period shall terminate on the latest date on which Executive may exercise the option without subjecting it to any tax, penalty or interest under Section 409A.) Notwithstanding anything to the contrary herein, in the 1997 Plan or in the Stock Option Agreements, in no event shall any vested Options be exercisable by Executive (or Executive’s estate) beyond the maximum term of such Option as set forth in the applicable Stock Option Agreement, and Options shall remain subject to earlier termination in accordance with Section 6.2 of the 1997 Plan.)
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Samples: Executive Severance Agreement (Meade Instruments Corp)
Stock Option Vesting. Executive owns options to purchase The Parties agree that for purposes of determining the number of shares of the Company’s 's common stockstock which Executive is entitled to purchase from the Company, pursuant to the exercise of outstanding options, the terms and conditions of which are subject Executive will be considered to have vested only up to the 1997 Plan and certain Stock Option AgreementsSeparation Date. Notwithstanding, executed in connection with each applicable the Parties agree that for purposes of determining the number of shares of the Company's common stock option grant by and between which Executive is entitled to purchase from the Company and Executive (collectively, Executive’s “Options”). With respect pursuant to the 1997 Planexercise of outstanding options, the Executive and the Company hereby agree that (i) all vesting of Executive’s Options under the 1997 Plan shall continue through the Separation Date and cease immediately thereafter; (ii) any Options that are unvested as of the Separation Date shall immediately terminate shall, as of the Separation Date; , be vested as to that number of option shares as to which Executive would have been vested under the Stock Option Agreements had Executive remained employed with the Company an additional twelve (12) months following the Separation Date (through and including July 19, 2005) (iii) Executive’s right to exercise any Options collectively, the "Vested Option Shares"). Executive acknowledges that are vested as of the Separation Date shall terminate on Date, he will have vested in One Million Six Hundred Sixty-Five Thousand, Eight Hundred Eighty-Nine (1,665,889) options (which includes the date that is three additional twelve months after the Separation Date; provided, however, that of vesting described in the event of Executive’s death or Total Disability (as defined in preceding sentence) and no more. To the 1997 Plan) prior to extent option shares are not vested on the Separation Date, Executive’s estate shall, in accordance with they shall be immediately forfeited back to the Company's Stock Option Plan upon the Separation Date. The exercise of any vested stock options shall continue to be subject to the terms and conditions of the 1997 PlanStock Agreements, have one year except that with respect to Vested Option Shares that were initially granted to Executive after January 1, 2000, all such Vested Option Shares will remain exercisable until twelve (12) months following the Separation Date Date. With respect to exercise any then vested stock options (the applicable exercise period of the Options Vested Option Shares initially granted to Executive on or prior to January 1, 2000, following the Separation Date, the “Extended Exercise Period”). If, anytime after the Separation Date Executive desires to exercise any stock options then currently exercisable and not yet terminated, but Executive is precluded from exercising any of such stock options for any reason not caused by Executive’s personal actions or omission, including, without limitation, if there is no applicable registration statement then currently “effective” under applicable SEC rules and regulations that would cover the Company’s issuance of shares upon exercise of such option, or if the Executive is subject to a trading black-out period in connection with Executive’s consulting or other work with the Company, then the Company agrees to toll such Extended Exercise Period for any period during which Executive is precluded from exercising any such stock options for any such reason; provided, however, that in the event that any such tolling would result in subjecting any Options to any tax, penalty or interest under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), then, notwithstanding anything to the contrary contained herein, the Extended Exercise Period shall terminate on the latest date on which Executive (or Executive’s estatehave, as applicable) may exercise such Options without subjecting the Options to any tax, penalty or interest under Section 409A. (For example, if Executive is unable to exercise any then currently exercisable and not yet terminated stock options during a two month period after the Separation Date, then the Extended Exercise Period shall be extended for an additional two months, thus providing Executive the full time period specified in which Executive may exercise such stock options, unless such extension would result in subjecting the options to any tax, penalty or interest under Section 409A, in which case the Extended Exercise Period shall terminate on the latest date on which Executive may exercise the option without subjecting it to any tax, penalty or interest under Section 409A.) Notwithstanding anything to the contrary herein, in the 1997 Plan or in the his Stock Option Agreements, three (3) months to exercise said Vested Option Shares, and such Vested Option Shares will expire on such date if not previously exercised. Notwithstanding the preceding sentence, in no event shall any vested Options be exercisable by may Executive (or Executive’s estate) beyond exercise a stock option after the expiration of the maximum term of such Option as set forth stated in the applicable Stock Option Agreement, and Options shall remain subject to earlier termination in accordance with Section 6.2 of the 1997 PlanAgreements.
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Stock Option Vesting. Executive owns options to purchase shares For the purposes of Section 3(d)(iii) of the Company’s common stockEmployment Agreement, your unvested Company stock options will continue to vest, on a monthly basis, as set forth under Section 3(d)(iii) of the terms Employment Agreement, except that such vesting shall terminate upon the earlier to occur of (i) your obtaining comparable new employment during the Severance Period and conditions (ii) termination or expiration of which are subject to the 1997 Plan and certain Stock Option AgreementsSeverance Period as provided herein (either, executed in connection with each applicable stock option grant by and between the Company and Executive (collectively, Executive’s a “OptionsVesting Termination Date”). With respect to Upon the 1997 Plantermination of such vesting period, Executive all of your unvested and the Company hereby agree that vested options shall cease vesting and you shall have ninety (i90) all vesting of Executive’s Options under the 1997 Plan shall continue through the Separation Date and cease immediately thereafter; (ii) any Options that are unvested as of the Separation Date shall immediately terminate as of the Separation Date; and (iii) Executive’s right days to exercise any Options or all of your vested stock options Following the Vesting Termination Date, the Company shall extend the option exercise period so that are you may exercise any or all of your vested as stock options at any time until ten (10) days after the earliest of (x) the expiration or termination (for any reason) of the Separation Date shall terminate on the date that is three months after the Separation Date; provided, however, that in the event of Executive’s death or Total Disability Consulting Period (as defined in below), (y) the 1997 Plandate of termination of this Addendum pursuant to Section 16 hereof and (z) prior to notification on or before December 15, 2005 that the Separation Date, Executive’s estate shall, in accordance with the terms options should expire and conditions no longer be exercisable; and thereafter all of the 1997 Plan, have one year after the Separation Date to exercise any then your unexercised vested stock options will terminate. Under applicable tax laws, your vested stock options that have not been exercised three (the applicable exercise period of the Options 3) months following the Separation Date, the “Extended Exercise Period”)Severance Date shall be treated as non-qualified stock options. If, anytime after the Separation Date Executive desires to exercise any stock options then currently exercisable and not yet terminated, but Executive is precluded from exercising any of such stock options for any reason not caused by Executive’s personal actions or omission, including, without limitation, if there is no applicable registration statement then currently “effective” under applicable SEC rules and regulations You acknowledge that would cover the Company’s issuance of shares upon exercise of such option, or if the Executive is subject to a trading black-out period in connection with Executive’s consulting or other work with the Company, then the Company agrees to toll such Extended Exercise Period for has not given you any period during which Executive is precluded from exercising any such stock options for any such reason; provided, however, tax advice and that in the event that any such tolling would result in subjecting any Options you have relied solely upon your own tax advisors relating to any tax, penalty or interest under Section 409A of and all tax matters relating to this Agreement and the Internal Revenue Code of 1986 (“Section 409A”), then, notwithstanding anything to the contrary contained herein, the Extended Exercise Period shall terminate on the latest date on which Executive (or Executive’s estate, as applicable) may exercise such Options without subjecting the Options to any tax, penalty or interest under Section 409A. (For example, if Executive is unable to exercise any then currently exercisable and not yet terminated stock options during a two month period after the Separation Date, then the Extended Exercise Period shall be extended for an additional two months, thus providing Executive the full time period in which Executive may exercise such stock options, unless such extension would result in subjecting the options to any tax, penalty or interest under Section 409A, in which case the Extended Exercise Period shall terminate on the latest date on which Executive may exercise the option without subjecting it to any tax, penalty or interest under Section 409A.) Notwithstanding anything to the contrary herein, in the 1997 Plan or in the Stock Option Agreements, in no event shall any vested Options be exercisable by Executive (or Executive’s estate) beyond the maximum term of such Option as set forth in the applicable Stock Option Agreement, and Options shall remain subject to earlier termination in accordance with Section 6.2 of the 1997 Planmatter hereof.
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