Vesting and Cancellation. Except as otherwise provided in Section 5(b), in the event of a Change in Control, all then-outstanding Options (whether vested or unvested) shall be canceled in exchange for a payment having a value equal to the excess, if any, of (i) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over (ii) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.
Vesting and Cancellation. Notwithstanding Section 6(a), if the Committee, in its discretion, determines that the Employee will not receive an Alternative Award, all of Employee’s outstanding unvested Non-Statutory Stock Options shall vest, and all outstanding Non-Statutory Stock Options shall remain exercisable only for 30 days following the Change in Control, at which time they shall expire, unless the Committee, in its discretion, determines to cancel the Non-Statutory Options in exchange for payment to Employee of the excess of the Fair Market Value of the Stock subject to the Options over the exercise price of the Options, as set forth in Section 13(b) of the Plan (or otherwise take action with respect to the Options as set forth in Section 13(b) of the Plan).
Vesting and Cancellation. In the event of a Change in Control, all then-outstanding unvested Options shall automatically vest in full such that all Options outstanding under this Agreement shall, immediately prior to the effective date of the Change in Control, be fully vested and exercisable. Except as otherwise provided in Section 6(b) and Section 6(c), upon the Change in Control, all Options then outstanding under this Agreement shall be canceled in exchange for a payment having a value equal to the excess, if any, of (i) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over (ii) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.
Vesting and Cancellation. Except as otherwise provided in this Section 6, in the event of a Change in Control, all then-outstanding Service Options and Performance Options (whether vested or unvested) shall be canceled in exchange for a payment having a value equal to the excess, if any, of (i) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Service Options and the then-vested Performance Options immediately prior to the Change in Control over (ii) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.
Vesting and Cancellation. (i) Except as otherwise provided in this Section 6, in the event of a Change in Control, all then-outstanding Service Options (whether vested or unvested), all Performance Options that have vested prior to the Change in Control and all Performance Options that vest in connection with the Change in Control pursuant to Section 6(a)(ii), shall be canceled in exchange for a payment having a value equal to the excess, if any, of (x) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over (y) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control (or, if applicable, on such later dates in conformity with the payment of the proceeds payable to the holders of Common Stock (to the extent permitted under Section 409A of the Code)). Performance Options that have not vested prior to the Change in Control or that do not vest in connection with the Change in Control pursuant to Section 6(a)(ii) shall be forfeited immediately prior to the Change in Control without payment of consideration therefor.
Vesting and Cancellation. The RSUs and Options shall initially be unvested and, subject to Employee’s continued employment hereunder, shall vest, subject to Employee’s continued employment, in equal annual installments of 20% each beginning on September 2, 2012 and continuing for the next four anniversaries thereof (each such date, a “Vesting Date”).
Vesting and Cancellation. The Options shall initially be unvested and, subject to Employee’s continued employment hereunder, shall generally vest in equal annual installments of 20% each beginning on September 2, 2012 and continuing for the next four anniversaries thereof (each such date, a “Vesting Date”).
Vesting and Cancellation. The RSUs and Options shall initially be unvested and, subject to Employee’s continued employment hereunder, shall vest as follows:
(i) the Time-Based RSUs and Options shall vest, solely based on Employee’s continued employment, in equal annual installments of 20% each beginning on September 2, 2012 and continuing for the next four anniversaries thereof (each such date, a “Vesting Date”), and (ii) the Performance-Based RSUs shall vest in equal annual installments of 20% on each Vesting Date, subject to Employee’s achievement of performance goals as determined by the Compensation Committee. The performance goals applicable to the Performance-Based RSUs shall be based on one or more of the 2011 Plan Performance Criteria.
Vesting and Cancellation. The RSUs and Options shall initially be unvested and, subject to Employee’s continued employment hereunder, shall generally vest in equal annual installments of 20% each beginning on September 2, 2012 and continuing for the next four anniversaries thereof (each such date, a “Vesting Date”) as follows: (i) 5,000 Time-Based RSUs shall vest on the first Vesting Date and 12,500 Time-Based RSUs shall vest on each the following four Vesting Dates, in each case, solely based on Employee’s continued employment, (ii) 25,000 Performance-Based RSUs shall vest on the first Vesting Date and 17,500 Performance-Based RSUs shall vest on each of the following four Vesting Dates, in each case, subject to Employee’s achievement of performance goals as determined by the Compensation Committee, and (iii) the Options shall vest, solely based on Employee’s continued employment, in equal annual installments of 20% on each Vesting Date. The performance goals applicable to the Performance-Based RSUs shall be based on one or more of the 2011 Plan Performance Criteria.
Vesting and Cancellation. The RSUs and Options shall initially be unvested and, subject to Employee’s continued employment hereunder, shall vest as follows:
(i) the Time-Based RSUs and Options shall vest in equal installments of 20% each beginning on September 2, 2012 and continuing for the next four anniversaries thereof (each such date, a “Vesting Date”), and (ii) the Performance-Based RSUs shall vest in equal annual installments of 20% on each Vesting Date, subject to Employee’s achievement of performance goals as determined by the Compensation Committee, provided that, in the event that, as of the grant date of the Performance-Based RSUs, fewer than 160,000 Shares are available for the grant of awards under the 2011 Plan (the Performance-Based RSUs that exceed the number of Shares then available for the grant of awards under the 2011 Plan are hereinafter referred to as the “Additional PRSUs”), then unless the Company’s stockholders approve an increase in Shares available under the 2011 Plan at the Company’s 2012 annual meeting of stockholders in an amount sufficient to cover the Additional PRSUs, the Additional PRSUs will be automatically forfeited upon the date of the Company’s 2012 annual meeting of stockholders, and the Company will have no further obligations with respect thereto. The performance goals applicable to the Performance-Based RSUs shall be based on one or more of the 2011 Plan Performance Criteria.
