Term of Option; Exercisability Sample Clauses

Term of Option; Exercisability. The term of the Option shall be for a period of ten (10) years from the date hereof, subject to earlier termination as provided in paragraph 6 hereof. Except as otherwise provided in paragraph 6 hereof, the Option shall become exercisable with respect to 25% of the total number of shares subject to the Option on the first anniversary date of the date hereof, and with respect to an additional 25% of such total number of shares at the end of each twelve-month period thereafter during the succeeding three years, provided however, that the Option shall immediately become exercisable in full immediately prior to a Change in Control (as defined below) transaction. The purchase price of the shares as to which the Option shall be exercised shall be paid at the time of exercise as provided in paragraph 8 hereof. For purposes of this Agreement, a Change in Control shall mean (i ) the consummation of a reorganization, merger or consolidation or sale or disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), unless, in each case following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock of the Corporation immediately before the consummation of such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of the transaction owns the Corporation or all or substantially all of the assets of the Corporation either directly or indirectly through one or more subsidiaries); and (B) no person or group (as defined in Section 13(d) or 14(d)(2) of the Securities Exchange Act of 1934) of the Corporation or the entity resulting from the Business Combination) beneficially owns, directly or indirectly, more than 30% of the then outstanding shares of the common stock of the entity resulting from the Business Combination; (ii) Individuals who, as of the date of this Agreement, constitute the Board of Directors of the Corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Corporation, provided, however, that any individual's becoming a director af...

Term of Option; Exercisability. The term of the Option shall be for a period of ten (10) years from the date hereof. Except as otherwise provided in paragraph 5 hereof, the Option shall become exercisable in full on May 31, 2021, provided however, that the Option shall immediately become exercisable in full immediately prior to a Change in Control consummated on or prior to May 31, 2021. The purchase price of the shares as to which the Option shall be exercised shall be paid at the time of exercise as provided in paragraph 7 hereof. The Corporation may, in its discretion, require as conditions to the right to exercise this Option that (a) a Registration Statement under the Securities Act of 1933, as amended, shall be in effect and current with respect to the shares issuable upon exercise of this Option, or (b) the Optionee has given to the Corporation prior to the purchase of any shares pursuant hereto, assurances satisfactory to it that such shares are being purchased for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, including without limitation, a written agreement of the Optionee that the shares will not be transferred unless registered under the Securities Act of 1933, as amended, or unless counsel for the Corporation gives a written opinion that such transfer is permissible under Federal and State law without registration. Nothing herein contained shall be deemed to require the Corporation to register, under Federal or any State law, this Option or any shares issuable hereunder.

Term of Option; Exercisability. The term of the Option shall be for a period of ten (10) years from the date hereof, subject to earlier termination as provided in paragraph 6 hereof. Except as otherwise provided in paragraph 6 hereof, the Option shall become exercisable as follows: (a) The first 100,000 share tranche (the “$5.50 VWAP Options”) will become exercisable in full as of the date on which the volume weighted average price (“VWAP”) of the Corporation’s Common Stock on Nasdaq shall have remained above $5.50 per share for sixty (60) consecutive days in any period within three (3) years following the date hereof (the “Initial Stock Price Performance Hurdle”), provided that for purposes of this Section 3(a), the VWAP for any day that is not a trading day shall be the VWAP of the most recently preceding trading day. Subject to the provisions of subsection (c) below, in the event the Initial Stock Price Performance Hurdle is not achieved by the third (3rd) anniversary date of this Option Agreement, the $5.50 VWAP Options will expire and be cancelled as of such third (3rd) anniversary date and the Optionee will not be entitled to exercise the $5.50 VWAP Options or any portion thereof and will not be entitled to receive any consideration for the 5.50 VWAP Options. (b) The second 100,000 share tranche (the “$6.50 VWAP Options”) will become exercisable in full on the date on which the VWAP of the Corporation’s Common Stock on Nasdaq shall have remained above $6.50 per share for a period of sixty (60) consecutive days in any period within four (4) years following the date hereof (the “Subsequent Stock Price Performance Hurdle”), provided that for purposes of this Section 3(b), the VWAP for any day that is not a trading day shall be the VWAP for the most recently preceding trading day. Subject to the provisions of subsection (c) below, in the event the Subsequent Stock Price Performance Hurdle is not achieved by the fourth (4th) anniversary date of this Option Agreement, the $6.50 VWAP Options will expire and be cancelled as of such fourth (4th) anniversary date and the Optionee will not be entitled to exercise the $6.50 VWAP Options or any portion thereof and will not be entitled to receive any consideration for the $6.50 VWAP Options. (c) Notwithstanding the foregoing, in the event that the Corporation consummates a Corporate Event which is also a sale of the Corporation (a “Corporate Sale Event”): (i) if the Corporate Event occurs within three (3) years following the date of grant of the...

Term of Option; Exercisability. This Option is immediately fully vested and exercisable. This Option shall be exercisable in full or in part and shall remain exercisable until the Expiration Date set forth on the Execution Page (unless it is sooner terminated as hereinafter provided), at which time this Option shall expire.

Term of Option; Exercisability. The Option shall be exercisable in whole or in part (in lots of ten shares or any multiple thereof) from time to time beginning from the date hereof, subject to the provision that an Option may not be exercised by the Employee, except as provided in paragraphs 4 and 5 hereof, (a) more than 90 days after the termination of his employment by the Company or a subsidiary, or more than 10 years from the date the Option is granted, whichever period is shorter, or (b) prior to the expiration of one year from the date of grant as indicated in the Letter, and provided further that the Option may not be exercised in excess of 50% of the total shares subject to the Option during the second year after the date of grant, 75% during the third year and 100% thereafter during the remainder of the Option term. Notwithstanding the foregoing, the Option will be exercisable in full prior to the date indicated in the preceding sentence as of the date that the average of the high and low sales prices of the Common Stock over any 10 consecutive trading days equals or exceeds two times the option price set forth in the Letter.

Term of Option; Exercisability. Unless sooner terminated as hereinafter provided, this Option shall become vested and exercisable up to 1,000,000 Option Shares on the date of filing of the Company’s Annual Report on Form 10-K (“Form 10-K”) with the Securities and Exchange Commission (the “SEC”) for the fiscal year ending February 28, 2009 (such date, the “2nd Vesting Date”), based upon achieving a percentage of the fiscal 2009 EBITDA target (the “2009 EBITDA Target”) as follows: 100% of the 2009 EBITDA Target – 1,000,000 shares; 98% of the 2009 EBITDA Target – 900,000 shares; 96% of the 2009 EBITDA Target – 800,000 shares; 94% of the 2009 EBITDA Target – 700,000 shares; 92% of the 2009 EBITDA Target – 600,000 shares; and 90% of the 2009 EBITDA Target – 500,000 shares. Unless sooner terminated as hereinafter provided, this Option shall become vested and exercisable up to 1,000,000 Option Shares on the date of filing of the Company’s Form 10-K with the SEC for the fiscal year ending February 27, 2010 (such date, the “3rd Vesting Date”), based upon achieving a percentage of the fiscal 2010 EBITDA target (the “2010 EBITDA Target”) as follows: 100% of the 2010 EBITDA Target – 1,000,000 shares; 98% of the 2010 EBITDA Target – 900,000 shares; 96% of the 2010 EBITDA Target — 800,000 shares; 94% of the 2010 EBITDA Target – 700,000 shares; 92% of the 2010 EBITDA Target – 600,000 shares; and 90% of the 2010 EBITDA Target – 500,000 shares. If, on the 3rd Vesting Date, the Company’s aggregate consolidated EBITDA for the Company’s fiscal years 2009 and 2010 equals or exceeds the sum of the 2009 EBITDA Target plus the 2010 EBITDA Target, then any Option Shares that did not vest on the 2nd Vesting Date may be earned and shall become vested and exercisable on the 3rd Vesting Date. Notwithstanding any other provision of this Agreement to the contrary, in the event that Optionee is employed by the Company as of the end of any the fiscal years 2009 and 2010, Optionee shall be entitled to the vesting of this Option for that fiscal year, as set forth above, regardless of whether Optionee’s employment terminates prior to the formal determination of vesting (i.e., based on EBITDA calculations) for such fiscal year, as set forth above.

Term of Option; Exercisability. The option will become vested and exercisable in accordance with the vesting schedule set forth below, so long as the Optionee continues to perform services for the Company or any subsidiary or affiliate of the Company.

Term of Option; Exercisability. The Option shall commence on the date hereof and all rights to purchase shares hereunder shall cease at 11:59 p.m. on the day before the tenth (10th) anniversary of the date hereof, subject to earlier termination as provided herein. Except as may otherwise be provided in this Agreement, options granted hereunder may be cumulative and exercised as follows: Commencing on: Optionee may purchase: November 2, 1996 75,000 Shares November 2, 1997 75,000 Shares November 2, 1998 75,000 Shares November 2, 1999 75,000 Shares In addition, the exerciseability of the Option may be accelerated in certain circumstances as set forth in Section 4(b) of the Severance Compensation Agreement. In the event of the involuntary employment termination of Optionee by the Company other than for Cause, as defined in Section 3(d) of the Severance Compensation Agreement, Optionee may purchase such additional number of shares as would have become purchasable during the two (2) year period commencing on the date of such termination. Except as provided in Paragraph 5 hereof, the Option may not be exercised unless the Optionee shall have been continuously, from the date hereof to the date of the exercise of the Option, an employee of the Company, its parent, if any, or of one or more of its subsidiaries or a corporation or a parent or subsidiary of a corporation issuing or assuming an option to which Section 425(a) of the Code applies.

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses