Common use of Terms of Options Clause in Contracts

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 the Corporation shall cease to consist of a majority of the directors of the Corporation on January 8, 1997 and other directors (collectively, the "Continuing Directors") whose nomination for election to the Board of Directors of the Corporation is recommended by the then Continuing Directors, or (iv) the Corporation or Coinmach (or any successor of the Corporation or Coinmach by merger or other business combination) shall at any time sell all or substantially all of its assets.

Terms of Options. Subject to The Option Period shall be five (5) years from the terms and conditions contained ---------------- hereindate such Option is granted, or such greater or lesser duration as the Board, on the recommendation of the Committee, or in the case of Delegated Options, the Optionee shall be entitled to exercise Options to purchase an aggregate CEO, may determine at the date of up to 100,000 shares of Common Stock. Such Options shall be exercisable by Optionee subject togrant, and only to the extent that, (i) may thereafter be reduced with respect to any such optionOption as provided in Section 3.6 hereof covering termination of employment or death of the Optionee; provided, however, that at any time the expiry date of the Option Period in respect of any outstanding Option under this Plan should be determined to occur either during a Blackout Period or within ten (10) business days following the expiry of the Blackout Period, the expiry date of such Option has vested Period shall be deemed to be the date that is the tenth (10th) business day following the expiry of the Blackout Period. Unless otherwise determined from time to time by the Board, on the recommendation of the Committee, or, in respect of Delegated Options, by the CEO, Options shall vest and may be exercised (in each case to the nearest full Share) during the Option Period as follows: (a) at any time during the first six (6) months of the Option Period, the Optionee may purchase up to 25% of the total number of Shares reserved for issuance pursuant to his or her Option; and (b) at any time during each additional six (6) month period of the Option Period the Optionee may purchase an additional 25% of the total number of Shares reserved for issuance pursuant to his or her Option plus any Shares not purchased in accordance with the vesting schedule preceding subsection (a) and this subsection (b) until, after the 18th month of the Option Period, 100% of the Option will be exercisable. Except as set forth below and (ii) in Section 3.6, no Option may be exercised unless the Optionee is at the time of exercise such exercise: (a) in the case 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) havean Eligible Employee, in the reasonable discretion employ (or retained as a Service Provider) of the Company or a Designated Affiliate and shall have been continuously so employed or retained since the grant of the Option; or (b) in the case of an Eligible Director, a director of the Company or a Designated Affiliate and shall have been such a director continuously since the grant of the Option. The exercise of any Option will be contingent upon the Optionee having entered into an Option agreement with the Company on such terms and conditions as have been approved by the Board, been satisfied. For purposes on the recommendation of the Committee, or, in respect of the Delegated Options, by the CEO, and which in any case incorporates by reference the terms of this paragraph 4Plan. The exercise of any Option will, a "Change subject to Section 3.5, also be contingent upon receipt by the Company of Control Transaction" shall be deemed to have occurred when (i) the Corporation shall at any time cease to own directly 100% cash payment 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) full purchase price 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 the Corporation shall cease to consist of a majority of the directors of the Corporation on January 8, 1997 and other directors (collectively, the "Continuing Directors") whose nomination for election to the Board of Directors of the Corporation is recommended by the then Continuing Directors, or (iv) the Corporation or Coinmach (or any successor of the Corporation or Coinmach by merger or other business combination) shall at any time sell all or substantially all of its assetsShares being purchased.

Terms of Options. Subject Options shall be subject to the following terms and conditions contained ---------------- herein, the Optionee and shall be entitled subject to exercise Options to purchase an aggregate such additional terms and conditions, not inconsistent with the terms of up to 100,000 this Plan, as the Committee shall deem advisable: 3.2.1 The number of shares of Common Stock. Such Stock subject to an Option and the purchase price per share of Common Stock purchasable upon exercise of such Option shall be determined by the Committee; provided, however, that the per share exercise price shall not be less than 85% of the FMV on the date of the Grant; and provided, further, that the per share exercise price of an Option that is intended to constitute qualified performance-based compensation under Section 162(m) of the Code will not be less than the FMV on the date of Grant; and provided, further, the per share exercise price of an Option Granted to a person who directly or by attribution owns on the date of Grant more than 10% of the total combined voting power of all classes of stock of the Company, any Subsidiary or any parent of the Company (a “10% Shareholder”) shall not be less than 110% of the FMV on the date of Grant. 3.2.2 Options may be exercisable immediately or may be exercisable within the times or upon the events determined by the Committee as set forth in the Agreement governing such Option; provided, however, that no Option shall be exercisable by Optionee after the expiration of ten years from the date the Option is Granted and provided, further, that no Option Granted to a 10% Shareholder shall be exercisable after the expiration of five years from the date the Option is Granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, for such numbers of shares or percentage of shares subject to, and only to thereto as the extent that, Committee determines. 3.2.3 Options may be exercised (i) with respect by giving written notice to any the Company specifying the number of whole shares of Common Stock to be purchased and accompanied by payment therefor in full (or arrangement made for such optionpayment to the Company’s satisfaction) either (A) in cash, such Option has vested in accordance with the vesting schedule set forth below and (iiB) if at the time of exercise the Company is a Reporting Company, by delivery of such Option all conditions to exercise set forth in this Agreement are satisfied to previously owned whole shares of Common Stock (i) that 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 Optionee has held for 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 least six months prior to the closing delivery of a Change such shares or that the Optionee purchased on the open market and in each case for which the Optionee has good title, free and clear of Control Transactionall liens and encumbrances and (ii) that have an aggregate FMV, any and all Options granted under this Agreement shall be deemed fully vested (whether or not such options have vested at such time pursuant determined as of the date of exercise, equal to the vesting schedule set forth hereinaggregate purchase price payable by reason of such exercise, (C) and shall be exercisable, in whole or in part, by Optionee if, if at the time of exercise the Company is a Reporting Company, in cash by a broker-dealer acceptable to the Company to whom the Optionee has submitted an irrevocable notice of exercise, all conditions to (D) in consideration received by the Company under a cashless exercise set forth program implemented by the Company in this Agreement connection with the Plan, or (other than E) any vesting requirements) have, in the reasonable discretion combination 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"A), (B) (C) and (D), in each case to the extent not prohibited by an Agreement, and (ii) any "Person" by executing such documents as the Company reasonably may request; provided, however, that notwithstanding the foregoing or "group" anything in an Agreement to the contrary, the Company shall have the right, at its sole discretion, to disapprove of an election pursuant to clauses (as such terms are used in Section 13(dB) and 14(d) of the Securities Exchange Act of 1934, as amended through (the "Exchange Act"E)), 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, . Any fraction of a greater percentage share of Common Stock than is owned that would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by GTCR at the Optionee. No certificate evidencing Common Stock shall be delivered until the full purchase price therefor has been paid (or arrangement made for such time, (iii) the Board of Directors of the Corporation shall cease to consist of a majority of the directors of the Corporation on January 8, 1997 and other directors (collectively, the "Continuing Directors") whose nomination for election payment to the Board Company’s satisfaction). Options may be exercised only with respect to whole shares of Directors of the Corporation is recommended by the then Continuing Directors, or (iv) the Corporation or Coinmach (or any successor of the Corporation or Coinmach by merger or other business combination) shall at any time sell all or substantially all of its assetsCommon Stock.

Terms of Options. Subject to the terms and conditions contained ---------------- herein, the Optionee The term during which each option may be exercised shall be entitled to exercise Options to purchase determined by the Committee, but in no event shall an aggregate of up to 100,000 shares of Common Stock. Such Options shall option be exercisable by Optionee subject toin whole or in part in less than one year or, in the case of a Nonqualified Stock Option, more than ten years and only one day from the date it is granted or, in the case of an Incentive Stock Option, ten years from the date it is granted; and, in the case of the grant of an Incentive Stock Option 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) an employee who at the time of exercise of such Option all conditions to exercise set forth in this Agreement are satisfied to the reasonable satisfaction grant owns more than 10% of the board total combined voting power of directors all classes of stock of the Corporation (Company or any of its subsidiaries, in no event shall such option be exercisable, if required by the "Board"). ----- Number Code at the time of Options Vesting Vesting Date on the Vesting Date ------------ ------------------------- September 5grant, 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 more than five years from the date hereof of the grant. All rights 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 purchase shares pursuant to an option shall, unless sooner terminated, expire at the vesting schedule set forth herein) 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 requirement as is designated by the Committee. The Committee may accelerate the time at which any option may be exercised in whole or in part. Unless otherwise provided herein, by Optionee ifan optionee may exercise an option only if he or she is, at and has continuously been since the time of exercisedate the option was granted, all conditions to exercise set forth in this Agreement (other than any vesting requirements) have, in the reasonable discretion an employee of the Board, been satisfiedCompany or a subsidiary. For purposes of this paragraph 4, a "Change of Control Transaction" shall be deemed Prior to have occurred when (i) the Corporation shall at any time cease to own directly 100% exercise of the capital stock of Coinmach Corporation ("Coinmach"), (ii) any "Person" or "group" (as such terms are used in Section 13(d) option and 14(d) delivery 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 the Corporation shall cease to consist of a majority of the directors of the Corporation on January 8, 1997 and other directors (collectivelystock represented thereby, the "Continuing Directors") whose nomination for election optionee shall have no rights to the Board of Directors of the Corporation is recommended any dividends or be entitled to any voting rights on any stock represented by the then Continuing Directors, or (iv) the Corporation or Coinmach (or any successor of the Corporation or Coinmach by merger or other business combination) shall at any time sell all or substantially all of its assetsoutstanding options.