Common use of Vested Options Clause in Contracts

Vested Options. Executive agrees that, with respect to all unexercised options previously granted to Executive that are vested and exercisable on the date hereof (the “Vested Options”), the Company may, without any further need for Executive’s consent, increase the exercise price of such options to an amount the Company determines in good faith is equal to the fair market value of the Company’s common stock on the date such options were originally granted. Absent manifest error, the Company’s determination of the appropriate exercise price shall be final, binding and conclusive. Executive agrees to execute any document related to such adjustment reasonably requested by the Company. In the event Executive exercises any options described in this Section 3(b) prior to any adjustment contemplated hereby, such options shall be treated in accordance with Section 3(a). Vested Options shall otherwise be exercisable after the Separation Date in accordance with their terms, it being agreed that the Vested Options shall remain exercisable until the earlier of (i) the date such Accelerated Options would otherwise expire (in the absence of Executive’s retirement), (ii) the fifth anniversary of the Separation Date, or (iii) the date such options are cashed out in connection with a Change in Control Event.

Vested Options. Executive agrees that, with respect to all unexercised options previously granted to Executive that are vested and exercisable on the date hereof (the “Vested Options”), the Company may, without any further need for Executive’s consent, increase the exercise price of such options to an amount the Company determines in good faith is equal to the fair market value of the Company’s common stock on the date such options were originally granted. Absent manifest error, the Company’s determination of the appropriate exercise price shall be final, binding and conclusive. Executive agrees to execute any document related to such adjustment reasonably requested by the Company. In the event Executive exercises any options described in this Section 3(b) prior to any adjustment contemplated hereby, such options shall be treated in accordance with Section 3(a). Vested Options shall otherwise be exercisable after the Separation Date in accordance with their terms, it being agreed that the Vested Options shall remain exercisable until the earlier of (i) the date such Accelerated Vested Options would otherwise expire (in the absence of Executive’s retirement), ) or (ii) the fifth three month anniversary of the Separation DateDate (or, or if earlier, the latest date on which such Vested Options may be exercised without incurring any penalty under Section 409A of the Internal Revenue Code of 1986, as amended (iii) the date such options are cashed out “Code”)). The Company shall consider in connection with good faith permitting Executive to cancel the Vested Options in exchange for a Change cash payment from the Company in Control Eventan amount equal to the net amount Executive would have realized upon exercise of the Vested Options.

Vested Options. Executive agrees that, with respect to all unexercised options previously granted to Executive that are vested and exercisable on the date hereof (the “Vested Options”), the Company may, without any further need for Executive’s consent, increase the exercise price of such options to an amount the Company determines in good faith is equal to the fair market value of the Company’s common stock on the date such options were originally granted. Absent manifest error, the Company’s determination of the appropriate exercise price shall be final, binding and conclusive. Executive agrees to execute any document related to such adjustment reasonably requested by the Company. In the event Executive exercises any options described in this Section 3(b) prior to any adjustment contemplated hereby, such options shall be treated in accordance with Section 3(a). Vested Options shall otherwise be exercisable after the Separation Date in accordance with their terms, it being agreed that the Vested Options shall remain exercisable until the earlier of (i) the date such Accelerated Vested Options would otherwise expire (in the absence of Executive’s retirement), ) or (ii) the fifth three month anniversary of the Separation DateDate (or, or if earlier, the latest date on which such Vested Options may be exercised without incurring any penalty under Section 409A of the Internal Revenue Code of 1986, as amended (iii) the date such options are cashed out in connection with a Change in Control Event“Code”)).