Common use of Vesting and Exercisability of Option Clause in Contracts

Vesting and Exercisability of Option. 5.1 Unless otherwise provided in this Agreement or the Plan, the Option shall entitle the Optionee, in whole at any time or in part from time to time, to exercise the Option for shares of Stock to the extent the Option has become "vested." 5.2 The Option shall "vest" and become exercisable as to 10,000 of the Option Shares on each of February 28, 1999, February 28, 2000 and February 28, 2001 if, but only if, Optionee is employed with the Company on each applicable vesting date. 5.3 In addition, to the extent the Option shall not have previously "vested" and become exercisable pursuant to Sections 5.2 or 7.3, all of the Option Shares which have not previously "vested" pursuant to such provisions, shall become "vested" and exercisable immediately prior to the time at which a "Change of Control Transaction" occurs if, but only if, the Optionee is employed with the Company immediately prior to the occurrence of such Change of Control Transaction. A "Change of Control Transaction" means any one or more of the following events: (A) an event or series of events after the date of this Agreement as a result of which any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) who did not own at least 500,000 shares of the Company's Series B Common Stock on September 1, 1997 becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the aggregate voting power of all of the capital stock of the Company normally entitled to vote in the election of directors or (B) a sale, transfer, conveyance or other disposition, directly or indirectly, in any single transaction or series of related transactions, no matter how accomplished, which results in more than 50%, in value, of (1) the capital stock (or other equity interest in) or operating assets of Telemundo Network, Inc., a wholly-owned subsidiary of the Company or (2) the aggregate capital stock (or other equity interest in) or operating assets of all of the Company's subsidiaries (other than Telemundo Network, Inc.), which currently comprise the Company's owned and operated station group (including any special purpose license subsidiaries), being owned (which term shall include "beneficial ownership" within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, by any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) who did not own at least 500,000 shares of the Company's Series B Common Stock on September 1, 1997 or (C) a transaction or series of related transactions leading to at least an 80% reduction in the number of outstanding shares of Stock held by "unaffiliated persons" (meaning any person other than Xxxxxxxxx Partners, Apollo Partners, L.P. or Bastion Capital Fund, L.P. or any of their respective affiliates (as this term is defined in Rule 12b-2 under the Exchange Act) on the date of this Agreement.

Vesting and Exercisability of Option. 5.1 Unless otherwise provided in this Agreement or the Plan, the Option shall "vest" so as to entitle the OptioneeOptionee to purchase, in whole at any time or in part from time to time, to exercise one-third of the total number of shares covered by the Option for shares on or after each of Stock to December 31, 1997, the extent the Option has become "vested." 5.2 The Option shall "vest" and become exercisable as to 10,000 fourth anniversary of the Option Shares on each Grant Date and the fifth anniversary of February 28, 1999, February 28, 2000 and February 28, 2001 the Grant Date if, but only ifas of the relevant date, Optionee is employed the Optionee's employment with the Company on has not been terminated, and each applicable vesting datesuch right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of Shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares. 5.3 5.2 In addition, to the extent the Option shall not have previously "vested" and become exercisable pursuant to Sections 5.2 5.1 or 7.3, all of the Option Shares which have not previously "vested" pursuant to such provisions, shall become "vested" and exercisable immediately prior to the time at which a "Change of Control Transaction" occurs if, but only if, the Optionee is employed with the Company immediately prior to the occurrence of such Change of Control Transaction. A "Change of Control Transaction" means any one or more of the following events: (A) an event or series of events after the date of this the Original Agreement as a result of which any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) who did not own at least 500,000 shares of the Company's Series B Common Stock on September 1, 1997 becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the aggregate voting power of all of the capital stock of the Company normally entitled to vote in the election of directors or (B) a sale, transfer, conveyance or other disposition, directly or indirectly, in any single transaction or series of related transactions, no matter how accomplished, which results in more than 50%, in value, of (1) the capital stock (or other equity interest in) or operating assets of Telemundo Network, Inc., a wholly-owned subsidiary of the Company or (2) the aggregate capital stock (or other equity interest in) or operating assets of all of the Company's subsidiaries (other than Telemundo Network, Inc.), which currently comprise the Company's owned and operated station group (including any special purpose license subsidiaries), being owned (which term shall include "beneficial ownership" within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, by any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) who did not own at least 500,000 shares of the Company's Series B Common Stock on September 1, 1997 or (C) a transaction or series of related transactions leading to at least an 80% reduction in the number of outstanding shares of Stock held by "unaffiliated persons" (meaning any person other than Xxxxxxxxx Partners, Apollo Partners, L.P. or Bastion Capital Fund, L.P. or any of their respective affiliates (as this term is defined in Rule 12b-2 under the Exchange Act) on the date of this Agreement.

Vesting and Exercisability of Option. 5.1 Unless otherwise provided in this Agreement or the Plan, the Option shall entitle the Optionee, in whole at any time or in part from time to time, to exercise the Option for shares of Stock to the extent the Option has become "vested." 5.2 The Option shall "vest" and become exercisable as to 10,000 3,334 of the Option Shares on September 10, 1998 and the Option shall "vest" and become exercisable as to 3,333 of the Option Shares on each of February 28September 10, 19991999 and September 10, February 282000, 2000 and February 28, 2001 in each case if, but only if, Optionee is employed with the Company on each applicable vesting date. 5.3 In addition, to the extent the Option shall not have previously "vested" and become exercisable pursuant to Sections 5.2 or 7.3, all of the Option Shares which have not previously "vested" pursuant to such provisions, shall become "vested" and exercisable immediately prior to the time at which a "Change of Control Transaction" occurs if, but only if, the Optionee is employed with the Company immediately prior to the occurrence of such Change of Control Transaction. A "Change of Control Transaction" means any one or more of the following events: (A) an event or series of events after the date of this Agreement as a result of which any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) who did not own at least 500,000 shares of the Company's Series B Common Stock on September 1, 1997 becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the aggregate voting power of all of the capital stock of the Company normally entitled to vote in the election of directors or (B) a sale, transfer, conveyance or other disposition, directly or indirectly, in any single transaction or series of related transactions, no matter how accomplished, which results in more than 50%, in value, of (1) the capital stock (or other equity interest in) or operating assets of Telemundo Network, Inc., a wholly-owned subsidiary of the Company or (2) the aggregate capital stock (or other equity interest in) or operating assets of all of the Company's subsidiaries (other than Telemundo Network, Inc.), which currently comprise the Company's owned and operated station group (including any special purpose license subsidiaries), being owned (which term shall include "beneficial ownership" within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, by any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) who did not own at least 500,000 shares of the Company's Series B Common Stock on September 1, 1997 or (C) a transaction or series of related transactions leading to at least an 80% reduction in the number of outstanding shares of Stock held by "unaffiliated persons" (meaning any person other than Xxxxxxxxx Hernandez Partners, Apollo Partners, L.P. or Bastion Capital Fund, L.P. or any L.X. xx xxy of their respective affiliates (as this term is defined in Rule 12b-2 under the Exchange Act) on the date of this Agreement.

Vesting and Exercisability of Option. 5.1 Unless otherwise provided in this Agreement or the Plan, the Option shall entitle the Optionee, in whole at any time or in part from time to time, to exercise the Option for shares of Stock to the extent the Option has become "vested." 5.2 The Option shall "vest" and become exercisable as to 10,000 1,668 of the Option Shares on June 12, 1998, and the Option shall "vest" and become exercisable as to 1,666 of the Option Shares on each of February 28June 12, 19991999 and June 12, February 282000, 2000 and February 28, 2001 in each case if, but only if, Optionee is employed with the Company on each applicable vesting date. 5.3 In addition, to the extent the Option shall not have previously "vested" and become exercisable pursuant to Sections 5.2 or 7.3, all of the Option Shares which have not previously "vested" pursuant to such provisions, shall become "vested" and exercisable immediately prior to the time at which a "Change of Control Transaction" occurs if, but only if, the Optionee is employed with the Company immediately prior to the occurrence of such Change of Control Transaction. A "Change of Control Transaction" means any one or more of the following events: (A) an event or series of events after the date of this Agreement as a result of which any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) who did not own at least 500,000 shares of the Company's Series B Common Stock on September 1, 1997 becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the aggregate voting power of all of the capital stock of the Company normally entitled to vote in the election of directors or (B) a sale, transfer, conveyance or other disposition, directly or indirectly, in any single transaction or series of related transactions, no matter how accomplished, which results in more than 50%, in value, of (1) the capital stock (or other equity interest in) or operating assets of Telemundo Network, Inc., a wholly-owned subsidiary of the Company or (2) the aggregate capital stock (or other equity interest in) or operating assets of all of the Company's subsidiaries (other than Telemundo Network, Inc.), which currently comprise the Company's owned and operated station group (including any special purpose license subsidiaries), being owned (which term shall include "beneficial ownership" within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, by any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) who did not own at least 500,000 shares of the Company's Series B Common Stock on September 1, 1997 or (C) a transaction or series of related transactions leading to at least an 80% reduction in the number of outstanding shares of Stock held by "unaffiliated persons" (meaning any person other than Xxxxxxxxx Hernandez Partners, Apollo Partners, L.P. or Bastion Capital Fund, L.P. or any L.X. xx xxy of their respective affiliates (as this term is defined in Rule 12b-2 under the Exchange Act) on the date of this Agreement.