Vesting and Commencement of Exercisability Sample Clauses

Vesting and Commencement of Exercisability. (a) Subject to Section 3.1(c) and so long as the Grantee continues to be Employed through the relevant vesting dates, the Time Option shall become vested and exercisable based on elapsed time, such that 1/48th of the Time Option shall become vested and exercisable on each monthly anniversary of the Grant Date, with 100% of the Time Option being vested and exercisable on the 48th monthly anniversary of the Grant Date; provided, that if the Grantee’s Employment is terminated by the Company without Cause or due to the Grantee’s resignation for Good Reason at any time prior to the sixth monthly anniversary of the Grant Date, then 6/48s of the Time Option shall be vested and exercisable on the date of such termination. (b) Notwithstanding any of the foregoing, upon a termination of the Grantee’s Employment at any time by reason of death or Disability, that portion of the Time Option that would have become vested and exercisable on the vesting date of the Time Option immediately following the date of such termination, had the Grantee remained Employed through such vesting date, will become vested and exercisable as of such termination. (c) Notwithstanding any of Sections 3.1(a) or 3.1(b) above, in connection with any Change of Control, any then-outstanding and unvested portion of the Time Option shall become vested and exercisable as to one hundred percent (100%) of the Membership Units that are subject to such unvested portion, immediately prior to such Change of Control.
Sample 1
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Vesting and Commencement of Exercisability. The Option shall vest and become exercisable in three tranches, provided that the Optionee has been an employee of the Company continuously from the date of this Agreement through the date when such portion of the Option vests. The first tranche of 300,000 Shares will vest and become exercisable on the first anniversary of the Grant Date. The second tranche of 300,000 Shares will vest and become exercisable on or after the second anniversary of the Grant Date, provided that the Option will not be exercisable with respect to such Shares unless and until the average closing price per Share of the Company’s common stock for the ten trading days prior to exercise equals or exceeds $2.50 per share. The third tranche of 400,000 shares will vest and become exercisable on or after the third anniversary of the Grant Date, provided that the Option will not be exercisable with respect to such Shares unless and until the average closing price per Share of the Company’s common stock for the ten trading days prior to exercise equals or exceeds $3.50 per share.
Sample 1
Vesting and Commencement of Exercisability. (a) Subject to the Optionee’s continued Employment on each applicable vesting date and except as otherwise expressly provided in this Section 3.1, the Option shall vest and become exercisable with respect to each of fiscal years 2011 through 2015 in installments consisting of 20% of the Shares subject thereto if, and only if, the Company’s actual “Adjusted EBITDA” (as defined on Exhibit A) measured as of December 31 of such fiscal year equals or exceeds the applicable Adjusted EBITDA target for such fiscal year (as set forth on Exhibit A attached hereto); provided that the date on which each such installment shall vest and become exercisable shall be the date on which the Committee determines, in the manner set forth in Section 3.1(c), that the applicable Adjusted EBITDA target for such fiscal year has been achieved. (b) If in any of fiscal years 2011 through 2015 the Company’s actual Adjusted EBITDA fails to equal or exceed the Adjusted EBITDA target for such fiscal year (each, a “Below Target Year”), then the installment of the Shares subject to the Option scheduled to vest with respect to that year shall not vest; provided that, if the Company’s actual Adjusted EBITDA in the fiscal year immediately succeeding such Below Target Year equals or exceeds the applicable Adjusted EBITDA target for such immediately succeeding fiscal year and the Optionee remains in Employment on the applicable vesting date for such immediately succeeding fiscal year, then the installment of the Shares subject to the Option that did not vest because the Adjusted EBITDA target for such Below Target Year was not achieved shall vest and become exercisable on the date upon which the installment of the Shares subject to the Option scheduled to vest with respect to such immediately succeeding fiscal year vests and becomes exercisable. For purposes of illustration only, if the Adjusted EBITDA target is not achieved for 2011 and 2012, but is achieved in 2013, the Shares subject to the Option scheduled to vest in 2012 and 2013 will vest, but the Shares scheduled to vest with respect to 2011 will not vest (unless vesting occurs in accordance with the terms of Section 3.1(e) below). (c) The Committee shall make the determination in good faith as to whether the respective Adjusted EBITDA targets have been met, and shall determine the extent, if any, to which the Option has vested and become exercisable based upon the achievement of such Adjusted EBITDA targets, as soon as reasonably practic...
Sample 1
Vesting and Commencement of Exercisability. (a) Subject to the Optionee’s continued Employment, the Option shall vest and become exercisable with respect to 20% of the Shares subject to the Option on each of the first, second, third, fourth and fifth anniversaries of the Grant Date. (b) If a Change in Control occurs at any time during the Optionee’s Employment, the Option shall vest and become immediately exercisable with respect to all of the unvested Shares subject thereto immediately prior to such Change in Control. (c) Except as is specifically provided in Section 3.1(b), no portion of the Option shall vest and become exercisable as to any additional Shares following the termination of the Optionee’s Employment for any reason, and the portion of the Option that is unvested and unexercisable as of the date of such termination shall immediately expire without consideration or payment therefor.
Sample 1
Vesting and Commencement of Exercisability. Subject to the provisions of Section 3.2, the Option shall Vest and become exercisable as follows: (a) As to 150,000 shares, the Option shall Vest and become exercisable at the rate of 20% on each of the first five anniversaries of the Grant Date, provided that the Option shall Vest and become immediately exercisable with respect to such 150,000 shares on the date on which the average closing price of the Company's Common Stock for 60 trading days is at least equal to $12 per share as reported by the principal national securities exchange on which the Common Stock is traded. (b) As to another 150,000 shares, the Option shall Vest and become exercisable at the rate of 20% on each of the first five anniversaries of the Grant Date, provided that the Option shall Vest and become immediately exercisable with respect to such 150,000 shares on the date on which the average closing price of the Company's Common Stock for 60 trading days is at least equal to $15 per share as reported by the principal national securities exchange on which the Common Stock is traded. (c) As to another 75,000 shares, the Option shall Vest and become exercisable on November 22, 2009, provided that the Option shall Vest and become immediately exercisable with respect to such 75,000 shares on the date on which the average closing price for the Company's Common Stock for 60 trading days is at least equal to $20 per share as reported by the principal national securities exchange on which the Common Stock is traded.
Sample 1
Vesting and Commencement of Exercisability 
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Related to Vesting and Commencement of Exercisability

  • Commencement of Exercisability (a) Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice. (b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Services shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant. [

  • Vesting and Exercisability (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries of the Start Date (as defined in the Employment Agreement). (b) If the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

  • Period of Exercisability Section 3.1 - Commencement of Exercisability (a) Options shall become exercisable as follows: Percentage of Option Date Option Shares Granted As to Which Becomes Exercisable Option Is Exercisable ------------------- --------------------- After the first anniversary of the Trigger Date 20% After the second anniversary of the Trigger Date 40% After the third anniversary of the Trigger Date 60% After the fourth anniversary of the Trigger Date 80% After the fifth anniversary of the Trigger Date 100% Notwithstanding the foregoing, (x) no Options shall become exercisable prior to the time the Plan is approved by the Company's stockholders, and (y) subject to the immediately preceding clause (x), the Options shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Options immediately prior to a Change of Control (but only to the extent such Options have not otherwise terminated or become exercisable). (b) Notwithstanding the foregoing, no Option shall become exercisable as to any additional shares of Common Stock following the termination of employment of the Optionee for any reason other than a termination of employment because of death or Permanent Disability of the Optionee, and any Option (other than as provided in the next succeeding sentence) which is non-exercisable as of the Optionee's termination of employment shall be immediately cancelled. In the event of a termination of employment because of such death or Permanent Disability, the Options shall immediately become exercisable as to all shares of Common Stock subject thereto.

  • Exercisability This option shall be exercisable as to: 400 immediate This option shall remain exercisable as to all vested shares until January 1,2014 (but not later than ten (10) years from the date this option is granted) unless this option has expired or terminated earlier in accordance with the provisions hereof or in the Plan. Subject to paragraphs 4 and 5, shares as to which this option becomes exercisable pursuant to the foregoing provision may be purchased at any time prior to expiration of this option.

  • Option Exercisability The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate.

  • Vesting and Exercisability of Option The Option shall vest, and may be exercised, with respect to the Shares as set forth in the Optionee Statement attached hereto and made a part hereof, subject to earlier termination of the Option as provided in Sections 1.4 and 6 hereof or in the Plan. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the Exercise Term unless sooner terminated as provided herein.

  • Duration of Exercisability The installments provided for in Section 3.1 are cumulative. Each such installment which becomes exercisable pursuant to Section 3.1 shall remain exercisable until it becomes unexercisable under Section 3.3.

  • Acceleration of Exercisability In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i); provided, however, that this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.

  • Duration and Exercisability (a) Subject to the terms and conditions set forth in this Agreement and the Plan, and Grantee being an employee of the Company or its direct or indirect subsidiaries, if any, on each applicable vesting date, the Option shall vest on, and may be exercised by Grantee on the vesting dates, and in accordance with the vesting schedule, set forth on Exhibit A to this Agreement. Notwithstanding the foregoing or anything set forth on Exhibit A to this Agreement, vesting of the Option shall immediately cease upon the occurrence of any of the events provided for in Sections 3(a)-(d), as applicable. (b) Except as permitted pursuant to the Plan, (i) during the lifetime of Grantee, the Option shall be exercisable only by Grantee or, if permissible under applicable law, by Xxxxxxx’s guardian or legal representative, (ii) the Option shall not be assignable or transferable by Grantee, other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code, Title I of the Employee Retirement Income Security Act, or the rules promulgated thereunder, and (iii) the Option may not be sold, assigned, transferred or otherwise disposed of, or pledged, alienated, attached, hypothecated, or otherwise encumbered in any manner (whether by operation of law or otherwise), and will not be subject to execution, attachment or other process. Any purported sale, assignment, transfer, pledge, alienation, attachment or encumbrance in violation of the terms of this Agreement or the Plan shall be void and unenforceable against the Company or any of its subsidiaries. Any sale, assignment, transfer, pledge, hypothecation, or other disposition of the Option or any attempt to make any such levy of execution, attachment or other encumbrance will cause the Option to terminate immediately, unless the Board of Directors of the Company or the Committee (as defined in the Plan), in their sole and absolute discretion for any reason or no reason at any time and from time to time, specifically waives applicability of this provision. (c) Notwithstanding any other provisions in this Agreement or the Plan, the Option shall expire and terminate, and shall cease to be exercisable, on the expiration date set forth on Exhibit A to this Agreement (the “Expiration Date”). (d) The Company assumes no responsibility for individual income taxes, penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option or any subsequent disposition of Common Shares. Additionally, the Company assumes no responsibility in the event that the Option or any portion thereof is ultimately determined to not be an ISO or the tax treatment therefore is ultimately determined to be other than the tax treatment afforded for ISOs, whether such other treatment is the result of changes in the tax laws, a disqualifying disposition by Grantee, or for any other reason. Grantee should consult with Xxxxxxx’s personal tax advisor regarding the tax ramifications, if any, which result from the grant, vesting, adjustment, forfeiture, termination, recoupment or exercise of the Option, and any subsequent disposition of Common Shares. If, in the Company’s sole and absolute discretion for any reason or no reason at any time and from time to time, it is necessary or appropriate to collect or withhold federal, state or local taxes in connection with the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of any portion of the Option and/or any subsequent disposition of Common Shares, the Company shall be entitled to require the payment of such amounts as a condition to exercise. Prior to any relevant taxable or tax withholding event, as applicable, Grantee shall pay or make arrangements satisfactory to the Company to satisfy all withholding obligations. In furtherance and without limiting the generality of the foregoing, Grantee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) hereby authorizes the Company, in its sole and absolute discretion for any reason or no reason at any time and from time to time (including without limitation, pursuant to the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time and from time to time), to satisfy all withholding and all other obligations with regard to any individual income taxes, penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares by one or a combination of the following: i. withholding from any wages or other cash or equity compensation payable to Grantee by the Company; ii. withholding Common Shares that are otherwise issuable upon exercise of the Option; iii. arranging for the sale of Common Shares that are otherwise issuable upon exercise of the Option, including, without limitation, selling Common Shares as part of a block trade with other grantees under the Plan or otherwise; and/or iv. withholding from the proceeds of the sale of Common Shares issued upon exercise of the Option or other Common Shares issuable to the Grantee. (e) In accepting the terms and conditions of this Agreement and the Option and in considering the exercise of the Option, Grantee understands, acknowledges, agrees and hereby stipulates that he or she has used and shall use the same independent investment judgment that Xxxxxxx would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guarantees are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will exist in the future. No representations are made by the Company except as may be contained in any active registration statement on file with the United States Securities and Exchange Commission (“SEC”) relating to the Plan at the time of the applicable exercise of the Option.

  • Vesting and Lapse of Restrictions Subject to Sections 2.2(a) and 2.2(c), the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth on the Grant Notice.

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