Common use of Stock Options; Restricted Stock Units Clause in Contracts

Stock Options; Restricted Stock Units. (i) Employee will be granted a non-qualified stock option (“the Option”) to purchase 75,000 shares of the Company’s common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directors. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three (33%) of the shares subject thereto on January 2, 2009 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Stock Incentive Plan (the “1996 Plan”) and the stock option agreement between Employee and the Company; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Effective Date Option and this Agreement, the terms and conditions of this Agreement shall prevail. (ii) On January 2, 2008, Employee will be granted 35,000 restricted stock units (the “RSU Grant”). The RSU Grant shall be subject to the terms and conditions of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement and the 1996 Plan. Subject to the foregoing, the RSU Grant shall vest as to thirty-three (33%) of the shares subject thereto on January 2, 2009 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates.

Stock Options; Restricted Stock Units. (i) Employee will be granted a non-qualified stock option (“the Option”) to purchase 75,000 150,000 shares of the Company’s common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directors. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three (33%) of the shares subject thereto on January 2, 2009 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Stock Incentive Plan (the “1996 Plan”) and the stock option agreement between Employee and the Company; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Effective Date Option and this Agreement, the terms and conditions of this Agreement shall prevail. (ii) On January 2, 2008, Employee will be granted 35,000 50,000 restricted stock units (the “RSU Grant”). The RSU Grant shall be subject to the terms and conditions of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement and the 1996 Plan. Subject to the foregoing, the RSU Grant shall vest as to thirty-three (33%) of the shares subject thereto on January 2, 2009 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates.

Stock Options; Restricted Stock Units. (i) Employee will be granted a non-qualified stock option (“the Option”) to purchase 75,000 150,000 shares of the Company’s common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directors. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three (33%) of the shares subject thereto on January 2December 19, 2009 2008 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2December 19, 20092008, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Stock Incentive Plan (the “1996 Plan”) and the stock option agreement between Employee and the Company; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Effective Date Option and this Agreement, the terms and conditions of this Agreement shall prevail. (ii) On January 2, 2008, Employee will be granted 35,000 50,000 restricted stock units (the “RSU Grant”). The RSU Grant shall be subject to the terms and conditions of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement and the 1996 Plan. Subject to the foregoing, the RSU Grant shall vest as to thirty-three (33%) of the shares subject thereto on January 2December 19, 2009 2008 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2December 19, 20092008, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates.

Stock Options; Restricted Stock Units. (i) Employee will be granted a non-qualified stock option (“the Option”) to purchase 75,000 200,000 shares of the Company’s common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directors. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three (33%) one- third of the shares subject thereto on January 2, 2009 One Year from the Effective Date (Same as Hire Date) and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009One Year from the Effective Date (Same as Hire Date), subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Stock Incentive Plan (the “1996 Plan”) and the stock option agreement Stock Option Agreement between Employee and the Company; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Effective Date Option and this Agreement, the terms and conditions of this Agreement shall prevail. (ii) On January 2, 2008Effective Date (Same as Hire Date), Employee will be granted 35,000 120,000 restricted stock units (the “RSU Grant”). The RSU Grant shall be subject to the terms and conditions of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement and the 1996 Plan. Subject to the foregoing, the RSU Grant shall vest as to thirtyone-three (33%) third of the shares subject thereto on January 2, 2009 One Year from Effective Date (Same as Hire Date) and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009the date that is one year from the Effective Date (Same as Hire Date), subject to Employee’s continued full-time employment by the Company on the relevant vesting dates.

Stock Options; Restricted Stock Units. (i) Employee will be granted a non-qualified stock option (“the Option”) to purchase 75,000 180,000 shares of the Company’s common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directors. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three (33%) one- third of the shares subject thereto on January 2, 2009 One Year from the Effective Date (Same as Hire Date) and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009One Year from the Effective Date (Same as Hire Date), subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Stock Incentive Plan (the “1996 Plan”) and the stock option agreement Stock Option Agreement between Employee and the Company; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Effective Date Option and this Agreement, the terms and conditions of this Agreement shall prevail. (ii) On January 2, 2008Effective Date (Same as Hire Date), Employee will be granted 35,000 90,000 restricted stock units (the “RSU Grant”). The RSU Grant shall be subject to the terms and conditions of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement and the 1996 Plan. Subject to the foregoing, the RSU Grant shall vest as to thirtyone-three (33%) third of the shares subject thereto on January 2, 2009 One Year from Effective Date (Same as Hire Date) and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009One Year from Effective Date (Same as Hire Date), subject to Employee’s continued full-time employment by the Company on the relevant vesting dates.

Stock Options; Restricted Stock Units. (i) Employee will be granted a non-qualified stock option (“the Option”) to purchase 75,000 200,000 shares of the Company’s common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directors. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three (33%) 33.33% of the shares subject thereto on January 2, 2009 One Year from the Effective Date (Same as Hire Date) and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009One Year from the Effective Date (Same as Hire Date), subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Stock Incentive Plan (the “1996 Plan”) and the stock option agreement Stock Option Agreement between Employee and the Company; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Effective Date Option and this Agreement, the terms and conditions of this Agreement shall prevail. (ii) On January 2, 2008, Employee will be granted 35,000 100,000 restricted stock units (the “RSU Grant”). The RSU Grant shall be subject to the terms and conditions of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement and the 1996 Plan. Subject to the foregoing, the RSU Grant shall vest as to thirty-three (33%) 33.33% of the shares subject thereto on January 2, 2009 the date that is One Year from Effective Date (Same as Hire Date) and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009One Year from the Effective Date (Same as Hire Date), subject to Employee’s continued full-time employment by the Company on the relevant vesting dates.

Stock Options; Restricted Stock Units. (i) As of the Effective Date, Employee will be granted a non-qualified stock option (the “the Option”) to purchase 75,000 1,400,000 shares of the Company’s common stock at an exercise price per share equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS the Nasdaq Global Select Market on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS the Nasdaq Global Select Market first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directorson which there is a reported closing price. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three (33%) 25% of the shares subject thereto on January 2, 2009 the first anniversary of the Option’s grant date and shall vest ratably in six (6) month increments (16.712.5% each six-six (6) month period) thereafter over the two three (23) year period commencing on January 2, 2009the first anniversary of the Option’s grant date, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Flexible Stock Incentive Plan (the “1996 Plan”) and the stock option agreement between Employee and the CompanyCompany set forth as Exhibit C hereto; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Effective Date Option 1996 Plan or such agreement and this Agreement, the terms and conditions of this Agreement shall prevailprevail unless the conflicting provision(s) in the 1996 Plan or such agreement, as the case may be, shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern. (ii) On January 2, 2008As of the Effective Date, Employee will be granted 35,000 200,000 restricted stock units covering the Company’s common stock (the “RSU Grant”). The RSU Grant shall be subject to the terms and conditions of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement 1996 Plan and the restricted stock unit agreement between Employee and the Company set forth as Exhibit D hereto; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the 1996 PlanPlan or such agreement and this Agreement, the terms and conditions of this Agreement shall prevail unless the conflicting provision(s) in the 1996 Plan or such agreement, as the case may be, shall be more favorable to Employee in which case the provision(s) more favorable to Employee shall govern. Subject to the foregoingaccelerated vesting provisions set forth herein, the RSU Grant shall vest as to thirty-three (33%) 25% of the shares restricted stock units subject thereto on January 2, 2009 the first anniversary of the RSU Xxxxx’x xxxxx date and shall vest ratably in six (6) month increments (16.712.5% each six-six (6) month period) thereafter over the two three (23) year period commencing on January 2, 2009the first anniversary of the RSU Xxxxx’x xxxxx date, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. (iii) Notwithstanding anything to the contrary contained herein, in the 1996 Plan or any applicable stock option, restricted stock unit or other award agreement, all of Employee’s Company stock options (together with other rights to purchase or receive Company common stock, and including without limitation, the Options) and restricted stock (including restricted stock units and similar awards, and including without limitation, the RSU Grant) (collectively the “Equity Awards”) shall become vested and, as applicable, exercisable immediately prior to the effective date of a Change of Control if the acquiring or successor entity in such Change of Control has not agreed, as part of such Change in Control transaction, to assume such Equity Awards and/or substitute such Equity Awards with substantially equivalent (in terms of value and terms and conditions) awards denominated in the acquiring or successor entity’s shares of common stock. If the acquiring or successor entity in such a Change of Control agrees to assume such Equity Awards then all such assumed awards will continue to be “Equity Awards” hereunder and will remain subject to the terms of this Agreement, the 1996 Plan and the applicable forms of award agreements. If the acquiring or successor entity in such a Change of Control substitutes such Equity Awards with substantially similar awards then such assumed awards will continue be “Equity Awards” hereunder and be subject to the terms of this Agreement, the substituted award agreement and the applicable successor entity equity plan document under which such awards have been substituted. (iv) In the event that, from time to time, the Board declares any extraordinary or special cash dividend to the Company’s shareholders, the Committee will, within thirty (30) days of such declaration, grant Employee an award (that may be denominated in cash, shares of Company common stock, stock options and/or restricted stock units) in an amount necessary to make Employee whole for the loss in value of Employee’s Equity Awards given the extraordinary or special cash dividend (the “Make-Whole Award”). The decision with respect to the form (cash, shares, options and/or restricted stock units) of any such Make-Whole Award will be determined in the sole and absolute discretion of the Committee.

Stock Options; Restricted Stock Units. (i) Employee will be granted a non-qualified stock option (“the Option”) to purchase 75,000 shares In consideration of the Company’s common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directors. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three (33%) of the shares subject thereto on January 2, 2009 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Stock Incentive Plan (the “1996 Plan”) promises and the stock option agreement between Employee Release of All Claims and the Company; providedPotential Claims and Covenant Not To Xxx contained in this Agreement, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions as of the Effective Date Option (as defined in Section 9 hereof), (a) the following unvested options to purchase common stock of the Company shall become vested and this Agreementexercisable: 2,781 options with an exercise price of $24.30 that were originally scheduled to vest on March 1, 2013, 2,922 options with an exercise price of $35.90 that were originally schedule to vest on February 25, 2013, and 2,022 options with an exercise price of $57.01 that were originally scheduled to vest on February 25, 2013; and (b) the terms following unvested restricted stock units shall become vested: 354 restricted stock units that were originally scheduled to vest on March 1, 2013, 384 restricted stock units that were originally schedule to vest on February 25, 2013, and conditions of this Agreement shall prevail600 restricted stock units that were originally scheduled to vest on February 25, 2013. (ii) On January 2Employee holds 13,426 vested options to purchase common stock of the Company (the “Vested Options”), 2008which includes the options that became vested pursuant to subsection (i) of this Section 3 and 6,966 unvested options to purchase common stock of the Company (the “Unvested Options”). The Company and Employee agree that (i) if not earlier exercised, the Vested Options shall lapse on April 4, 2013, at 5:00 p.m., Eastern Standard Time, and Employee will shall cease to have any rights with respect to the Vested Options and shall not be granted 35,000 entitled to receive any payment with respect thereto as of such date, and (ii) the Unvested Options shall lapse immediately upon the Termination Date, and Employee shall cease to have any rights with respect to the Unvested Options and shall not be entitled to receive any payment with respect thereto as of the Termination Date. (iii) Employee holds 1,586 unvested restricted stock units (the “RSU GrantUnvested RSUs”), which contemplates the restricted stock units that became vested pursuant to subsection (i) of this Section 3. The RSU Grant Company and Employee agree that the Unvested RSUs will lapse immediately upon the Termination Date, and Employee shall be subject cease to have any rights with respect to the terms Unvested RSUs and conditions shall not be entitled to receive any payment with respect thereto as of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement and the 1996 PlanTermination Date. Subject to the foregoing, the RSU Grant shall vest as to thirty-three (33%) of the shares subject thereto on January 2, 2009 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009, subject to Employee’s continued full-time employment by the Employee Initials Company on the relevant vesting dates.Initials

Stock Options; Restricted Stock Units. (i) On the Effective Date, Employee will be granted a non-qualified stock option (“the Option”) to purchase 75,000 120,000 shares of the Company’s common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directors. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three point three percent (3333.3%) of the shares subject thereto on January 2October 28, 2009 and shall vest ratably in six (6) month increments (16.7% in each six-month period) thereafter over the two (2) year period commencing on January 2October 28, 2009, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Stock Incentive Plan (the “1996 Plan”) and the stock option agreement between Employee and the Company; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Effective Date Option and this Agreement, the terms and conditions of this Agreement shall prevail. (ii) On January 2, 2008the Effective Date, Employee will be granted 35,000 75,000 restricted stock units (the “RSU Grant”). The RSU Grant shall be subject to the terms and conditions of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement and the 1996 Plan. Subject to the foregoing, the RSU Grant shall vest as to thirty-three point three percent (3333.3%) of the shares subject thereto on January 2October 28, 2009 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2October 28, 2009, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates.

Stock Options; Restricted Stock Units. (i) On the Effective Date, Employee will be granted a non-qualified stock option (“the Option”) to purchase 75,000 200,000 shares of the Company’s common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directors. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three (33%) of the shares subject thereto on January 2July 20, 2009 2010 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2July 20, 20092010, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Stock Incentive Plan (the “1996 Plan”) and the stock option agreement between Employee and the Company; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Effective Date Option and this Agreement, the terms and conditions of this Agreement shall prevail. (ii) On January 2, 2008the Effective Date, Employee will be granted 35,000 70,000 restricted stock units (the “RSU Grant”). The RSU Grant shall be subject to the terms and conditions of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement and the 1996 Plan. Subject to the foregoing, the RSU Grant shall vest as to thirty-three (33%) of the shares subject thereto on January 2July 20, 2009 2010 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2July 20, 20092010, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates.

Stock Options; Restricted Stock Units. (i) On the Effective Date, Employee will be granted a non-qualified stock option (“the Option”) to purchase 75,000 110,000 shares of the Company’s common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directors. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three point three percent (3333.3%) of the shares subject thereto on January 2October 1, 2009 and shall vest ratably in six (6) month increments (16.7% in each six-month period) thereafter over the two (2) year period commencing on January 2October 1, 2009, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Stock Incentive Plan (the “1996 Plan”) and the stock option agreement between Employee and the Company; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Effective Date Option and this Agreement, the terms and conditions of this Agreement shall prevail. (ii) On January 2, 2008the Effective Date, Employee will be granted 35,000 30,000 restricted stock units (the “RSU Grant”). The RSU Grant shall be subject to the terms and conditions of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement and the 1996 Plan. Subject to the foregoing, the RSU Grant shall vest as to thirty-three point three percent (3333.3%) of the shares subject thereto on January 2October 1, 2009 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2October 1, 2009, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates.