Vesting and Exercisability Clause Samples

Vesting and Exercisability. (a) Subject to accelerated vesting and exercisability in the discretion of the Committee as permitted by the Plan, and subject to the provisions relating to expiration of the Option under Section 5 below, the Option shall vest and first become exercisable in accordance with the following schedule: (i) The Option shall become vested and first exercisable as to one-half (1/2) of the underlying Shares to which the Option relates on the first anniversary of the Grant Date; provided the Participant remains an Employee, Director or Consultant of the Company or a Subsidiary on such date; (ii) The Option shall become vested and first exercisable as to the remaining one-half (1/2) of the Shares to which the Option relates on the second anniversary of the Grant Date; provided the Participant remains an Employee, Director or Consultant of the Company or a Subsidiary on such date. (b) Nothing herein limits the discretionary authority of the Committee under the Plan to waive vesting or forfeiture provisions in whole or in part in special circumstances. (c) In the event that the Participant's service as an Employee, Director or Consultant with the Company and/or its Subsidiaries ceases for any reason (whether voluntarily or involuntarily, including on account of death, disability, resignation, retirement or discharge with or without cause) prior to an otherwise applicable vesting date for any portion of the Option, the Participant shall immediately and automatically forfeit and relinquish all of the then unvested portion of the Option (computed after taking into account any accelerated vesting of such Option under Section 4(b) above) without any right to receive any compensation, remuneration or other payment therefor. Neither the Participant nor any of the Participant's successors, heirs, assigns or personal representatives shall have any rights or interests in any portion of the Option that is so forfeited. For avoidance of doubt, transfers of employment between Subsidiaries or the Company shall not be treated as terminations of employment triggering forfeiture of the Option.

Vesting and Exercisability. Subject to the terms and conditions set forth herein, the Options shall become fully vested on the vesting date set forth in the Award Summary (the “Vesting Date”) and shall be exercisable from the Vesting Date through the expiration date set forth in the Award Summary (the “Expiration Date”). Options may vest only while the Participant is actively employed by the Company. Once vested and exercisable, and until terminated, all or any portion of the Options may be exercised from time to time and at any time under procedures that the Committee or its delegate shall establish from time to time, including, without limitation, procedures regarding the frequency of exercise and the minimum number of Options which may be exercised at any time.

Vesting and Exercisability. Except as otherwise provided in Section 6, this Option shall vest and become exercisable with regard to the following percentages of the aggregate number of shares of Common Stock subject to this Option, rounded to the nearest whole number of shares, on the vesting dates set forth below, unless the Holder’s Severance has occurred prior to the applicable vesting date: One year after the Grant Date 33% Two years after the Grant Date 66% Three years after the Grant Date 100%

Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate.

Vesting and Exercisability. No portion of this Stock Option may be exercised until such portion shall have become vested; at which time the vested portion of the Stock Option shall be exercisable. (a) Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, 25% of the Stock Options shall vest on the first anniversary of the Grant Date, and an additional 2.0833% of the Stock Options shall vest upon completion of each 1-month period thereafter (with fractions of a Stock Option rounded to the nearest whole number), subject to the Optionee remaining in a Service Relationship on each vesting date. (b) Upon termination for Cause (as defined below) of the Optionee’s Service Relationship, this Stock Option shall be forfeited in its entirety, regardless of the Optionee’s period of employment following the Grant Date, and the Optionee shall have no further rights under this Option. For purposes of this Agreement, “Cause” shall mean, unless otherwise provided in an employment or other service agreement between the Company and the Optionee, a determination by the Administrator that the Optionee has been dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company.

Vesting and Exercisability. (a) Except as otherwise provided in the Plan or Section 2(b) of this Agreement, the Options shall become vested in four equal annual installments on each of the first through fourth anniversaries of the Grant Date, subject to the continuous employment of the Associate with the Company until the applicable vesting date; provided that if the Associate’s employment with the Company is terminated by reason of the Associate’s death or Disability, any Options held by the Associate shall immediately vest as of the effective date of such termination.

Vesting and Exercisability. (a) No portion of this Stock Option may be exercised until such portion shall have vested. (b) Except as set forth below and in Section 6, and subject to the determination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the "Committee"), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable as provided in Schedule A hereto. ---------- (c) In the event that the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason or under any circumstances, including the Optionee's resignation, retirement or termination by the Company, upon the Optionee's death or disability, or for any other reason, regardless of the circumstances thereof, or in the event that as of October 1, 1997, the Optionee has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such termination, except as provided in Section 1(d) and Section 5 of Schedule A hereto, and this ---------- Stock Option may thereafter be exercised, to the extent it was vested and exercisable on such date of such termination or as of October 1, 1997, if applicable, until the Expiration Date contemplated by Section 1(d). Except as the Committee may otherwise determine, after either such event this Stock Option shall be null and void as to any Option Shares not then vested. For purposes hereof, a "Service Relationship" shall mean any relationship as an employee, part-time employee or consultant of the Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultant. (d) Once any portion of this Stock Option becomes vested and exercisable, it shall continue to be exercisable by the Optionee or his successors as contemplated herein at any time or times prior to the earlier of (i) the date which is 12 months following the date on which the Optionee's Service Relationship with the Company and its subsidiaries terminates due to death or disability or for three months following the date on which the Optionee's Service Relationship with the Company and its subsidiar...

Vesting and Exercisability. Subject to the provisions of the Plan and the other provisions of this Agreement, this Option shall vest and become exercisable in accordance with the schedule set forth in the Grant Notice. Notwithstanding the foregoing, in the event of termination of Optionee’s Continuous Status as an Employee, Director or Consultant for any reason, with or without Cause, including as a result of death or Disability, this Option shall immediately cease vesting.

Vesting and Exercisability. An Option shall not be vested or exercisable for one year after the date of grant (allocation) of the Option. The Option shall become vested and exercisable beginning on the first anniversary of the date of grant (allocation) if the Employee is employed on each vesting date and has been employed continuously by a Group Company since the date of grant (allocation), according to the following schedule: ----------------------------------------------------- Anniversary of Percentage of Shares Date of Grant Becoming Vested and Exercisable on Each Date ----------------------------------------------------- First 25% ----------------------------------------------------- Second 25% ----------------------------------------------------- Third 25% ----------------------------------------------------- Fourth 25% ----------------------------------------------------- An Option shall not be vested and exercisable as to any shares as to which the vesting requirement specified above has not been satisfied, regardless of the circumstances under which the Employee's employment shall be terminated. Except as provided in Article 7 of the Plan, the number of shares as to which the Option may be exercised shall be cumulative, so that once the Option shall become vested and exercisable as to any shares, it shall continue to be exercisable and exercisable as to such shares, until expiration or termination of the Option. If at any time the number of shares that are vested and exercisable includes a fractional share, the number of shares as to which the Option shall actually be vested and exercisable shall be rounded down to the next whole share. APPENDIX D Grants to Employees Resident in the United States (US Options) -------------------------------------------------------------- Options granted to Employees who are resident in the United States shall be granted under the rules in this Appendix. Such Options shall be designated "US Options" in the applicable Option Agreement. Except as set forth in this Appendix, Options granted under this Appendix shall be deemed to have been granted under the Plan as if the same had been incorporated into this Appendix. The following provisions shall apply in addition to or in substitution for, as the case may be, the provisions contained in the body of the Plan.