Terms of Options. Subject to the terms and conditions contained ---------------- herein, the Optionee shall be entitled to exercise Options to purchase an aggregate of up to 100,000 shares of Common Stock. Such Options shall be exercisable by Optionee subject to, and only to the extent that, (i) with respect to any such option, such Option has vested in accordance with the vesting schedule set forth below and (ii) at the time of exercise of such Option all conditions to exercise set forth in this Agreement are satisfied to the reasonable satisfaction of the board of directors of the Corporation (the "Board"). ----- Number of Options Vesting Vesting Date on the Vesting Date ------------ ------------------------- September 5, 1997 20,000 September 5, 1998 20,000 September 5, 1999 20,000 September 5, 2000 20,000 September 5, 2001 20,000 Notwithstanding any provision to the contrary in this Agreement, any and all Options not exercised on or prior to September 5, 2007 (whether or not exercisable at such time) shall automatically expire, and Optionee shall have no rights in or to such Options after such date. The period from the date hereof to September 5, 2007, shall be referred to herein as the "Option Period". ------------- Notwithstanding any provision to the contrary in this Agreement, immediately prior to the closing of a Change of Control Transaction, any and all Options granted under this Agreement shall be deemed fully vested (whether or not such options have vested at such time pursuant to the vesting schedule set forth herein) and shall be exercisable, in whole or in part, by Optionee if, at the time of exercise, all conditions to exercise set forth in this Agreement (other than any vesting requirements) have, in the reasonable discretion of the Board, been satisfied. For purposes of this paragraph 4, a "Change of Control Transaction" shall be deemed to have occurred when (i) the Corporation shall at any time cease to own directly 100% of the capital stock of Coinmach Corporation ("Coinmach"), (ii) any "Person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding Golder, Thoma, Xxxxxxx, Xxxxxx Inc. or any entity controlled thereby ("GTCR"), is or shall become the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of a greater percentage of Common Stock than is owned by GTCR at such time, (iii) the Board of Directors of t...
Terms of Options. This Option is granted in connection with the Optionee's employment by the Company. Subject to provisions contained elsewhere in this Agreement, the Option may be exercised cumulatively as set forth below after the vesting date set forth below, until the day preceding the tenth anniversary of the date hereof (the "Termination Date"): VESTING DATE NUMBER OF OPTIONS
Terms of Options. The term during which each option may be exercised shall be determined by the Committee, but if required by the Code and except as otherwise provided herein, no option shall be exercisable in whole or in part more than ten years from the date it is granted, and no Incentive Stock Option granted to an employee who at the time of the grant owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries shall be exercisable more than five years from the date it is granted. All rights to purchase Shares pursuant to an option shall, unless sooner terminated, expire at the date designated by the Committee. The Committee shall determine the date on which each option shall become exercisable and may provide that an option shall become exercisable in installments. The Shares constituting each installment may be purchased in whole or in part at any time after such installment becomes exercisable, subject to such minimum exercise requirements as may be designated by the Committee. Prior to the exercise of an option and delivery of the Shares represented thereby, the optionee shall have no rights as a stockholder with respect to any Shares covered by such outstanding option (including any dividend or voting rights).
Terms of Options. This Agreement, and the Options issued to the Optionee, are subject to all of the terms and conditions set forth herein and in the Plan, as may be amended from time to time, a copy of which has been provided to Optionee. To the extent that any conflict may exist between any term or provision of this Agreement and any term or provision of the Plan, the Plan shall govern. Capitalized terms referenced, but not defined herein, will have the meaning attributed to them by the Plan. The optionee acknowledges that he or she has read the plan and agrees to be bound by its terms. Pursuant to the Plan, the Committee has authorized the Option Price and any applicable tax withholding liability associated with exercise of the Options to be payable in cash.
Terms of Options. Date of the Granting of Options:
Terms of Options. The term of each Option granted herein shall be for a term of up to ______ (___) years from the Grant Date, provided, however, that the term of any Incentive Stock Option granted herein to an Optionee who is at the time of the grant, the owner of 10% or more of the outstanding Shares of the Company, shall not be exercisable after the expiration of five (5) years from the Grant Date.
Terms of Options. This Agreement, and the Options issued to the Optionee, are subject to all of the terms and conditions set forth herein and in the Plan, as may be amended from time to time, a copy of which has been provided to Optionee. To the extent that any conflict may exist between any term or provision of this Agreement and any term or provision of the Plan, the Plan shall govern. Capitalized terms referenced, but not defined herein, will have the meaning attributed to them by the Plan. THE OPTIONEE ACKNOWLEDGES THAT HE OR SHE HAS READ THE PLAN AND AGREES TO BE BOUND BY ITS TERMS. Pursuant to the Plan, the Committee has authorized the Option Price and any applicable tax withholding liability associated with exercise of the Options to be payable in cash, or by netting or withholding Option Stock granted pursuant to the Options being exercised, subject to the Optionee's attestation that the Optionee has, for at least 6 months, owned Stock with a Fair Market Value equal to the amount of the exercise price due to the Company.
Terms of Options. The first sentence of Section 4 of each Option ---------------- Agreement is hereby amended by replacing the number of shares of Common Stock each Optionee is entitled to purchase upon exercise of Options with the number of shares of Common Stock appearing beside each such Optionee's name set forth on Schedule A attached hereto. Additionally, the vesting schedule set forth in Section 4 of each Option Agreement is hereby amended by replacing the number of shares of Common Stock set forth below the column captioned "Number of Options Vesting on the Vesting Date" with the number of shares of Common Stock appearing beside each such Optionee's name and set forth below the column captioned "Number of Options Vesting on the Vesting Date" set forth on Schedule A attached hereto.
Terms of Options. The term of First Options and Subsequent Options granted hereunder shall be as follows:
(A) the term of Options granted pursuant to this Article X shall be ten years;
(B) the exercise price per share shall be 100% of the Fair Market Value per share of Common Stock on the date of grant. In the event that the date of grant is not a trading day, the exercise price per share of Common Stock shall be the Fair Market Value on the next trading day immediately following the date of grant;
(C) one-third of the shares of Common Stock subject to the Option shall vest on the date of grant and 1/3 of the shares subject to the Option shall vest on the anniversary of the date of grant in each year thereafter so that 100% of the shares subject to the option shall be vested two years from the grant date.
ARTICLE XI. ADJUSTMENT UPON CHANGE IN COMMON STOCK The maximum number of shares as to which Options that are incentive stock options may be granted under this Plan shall be proportionately adjusted, and the terms of outstanding Stock Awards and Options shall be adjusted, as the Board shall determine to be equitably required in the event that (a) the Corporation (i) effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or (ii) engages in a transaction to which Section 424 of the Code applies or (b) there occurs any other event which, in the judgment of the Board necessitates such action. Any determination made under this Article XI by the Board shall be final and conclusive. The issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Corporation convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Stock Awards or Options. The Board may make Stock Awards and may grant Options in substitution for performance shares, phantom shares, stock awards, stock options, stock appreciation rights, or similar awards held by an individual who becomes an employee of the Corporation or a Related Entity in connection with a transaction described in clause (ii) of the first paragraph of this Article XI. Notwithstanding any provision of the Plan (other than the limitation of Article V), the terms of such substi...
Terms of Options. Subject to the terms and conditions contained ---------------- herein, Optionee shall be entitled to exercise Options to purchase an aggregate of up to 60,000 shares of Common Stock. Such Options shall be exercisable by Optionee subject to, and only to the extent that (i) with respect to any such Option, such Option has vested in accordance with the vesting schedule set forth below and (ii) at the time of exercise of such Option, all conditions to exercise set forth in this Agreement are satisfied to the reasonable satisfaction of the Board.
