Common use of Vesting and Exercisability of Options Clause in Contracts

Vesting and Exercisability of Options. Options to purchase an aggregate of 800,000 Shares of the Corporation shall vest and be exercisable upon the occurrence of the following events, satisfaction of the following conditions and upon or by the following dates: (a) Options to purchase 125,000 Shares shall vest and be exercisable on the Effective Date; (b) Options to purchase the remaining aggregate of up to 675,000 Shares shall vest and be exercisable on the second (2nd) anniversary of the Effective Date as long as the Optionee is an Employee (as hereinafter defined) of the Corporation or any of its Subsidiaries as of such date; provided, however, that the dates of vesting and exercisability of Options for the remaining 675,000 Shares shall be accelerated to such dates upon which the following performance tests shall have been satisfied; provided further, however, that the outside date for the satisfaction of each such performance shall be the second (2nd) anniversary of the Effective Date and no such performance test may be satisfied, in whole or in part, after such second (2nd) anniversary of the Effective Date: (i) Options to purchase an additional 175,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $5 per Share for a minimum of twenty (20) consecutive trading days thereafter (each such period, a "FMV Period"); (ii) Options to purchase an additional 225,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $7.50 per Share for a minimum of a FMV Period; (iii) Options to purchase an additional 275,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $12.50 per Share for a minimum of a FMV Period; provided, however, that: (A) In the event that the Shares achieve either of the Fair Market Values set forth in Sections 3(b)(ii) or 3(b)(iii) above before satisfying the Fair Market Value test under Section 3(b)(i) above, or in the event that the Shares achieve the Fair Market Value test set forth in Section 3(b)(iii) above before satisfying the Fair Market Value test under Section 3(b)(ii), then the Options to purchase the total number of Shares shall vest cumulatively at the respective exercise prices set forth in Sections 3(b)(i), 3(b)(ii) and/or 3(b)(iii), as the case may be; and (B) As used in this Section 3(b), for purposes of determining the twenty (20) trading days comprising the FMV Period, any business day upon which there shall be no trading in the Shares of the Corporation shall not be counted. (c) In no event shall any of the Options granted hereunder vest and be exercisable unless the Optionee is an Employee of the Corporation or any of its Subsidiaries on any such vesting date; provided, however, in the event the Employee's employment is terminated by the Corporation or any of its Subsidiaries without Cause pursuant to Section 2(b)(iv) of the Employment Agreement, the Options shall vest and be exercisable to the extent any of the performance tests set forth in Section 3(b)(i) through (iii), inclusive, are satisfied during the ninety (90) day period immediately succeeding the date of termination of his employment. (d) Notwithstanding any of the provisions of Sections 3(a) or (b), none of the Options granted hereunder, including any Options which have vested and therefore become exercisable, may be exercised until the shareholders of the Corporation shall, if required by New York law or the regulations of any exchange or inter-dealer system upon which the Company's Shares will be listed or in which such Shares shall be traded, approve the grant of the Options which are the subject of this Agreement as provided in Section 15(a) of this Agreement.

Vesting and Exercisability of Options. Options to purchase an aggregate of 800,000 Shares of the Corporation shall vest and be exercisable upon the occurrence of the following events, satisfaction of the following conditions and upon or by the following dates: (a) Options to purchase 125,000 Shares shall vest and be exercisable on the Effective Date; (b) Options to purchase the remaining aggregate of up to 675,000 Shares shall vest and be exercisable on the second (2nd) anniversary of the Effective Date as long as the Optionee is an Employee (as hereinafter defined) of the Corporation or any of its Subsidiaries as of such date; provided, however, that the dates of vesting and exercisability of Options for the remaining 675,000 Shares shall be accelerated to such dates upon which the following performance tests shall have been satisfied; provided furtherprovided, however, that the outside date for the satisfaction of each such performance shall be the second (2nd) anniversary of the Effective Date and no such performance test may be satisfied, in whole or in part, after such second (2nd) anniversary of the Effective Date: (i) Options to purchase an additional 175,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $5 per Share for a minimum of twenty (20) consecutive trading days thereafter (each such period, a "FMV Period"); (ii) Options to purchase an additional 225,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $7.50 per Share for a minimum of a FMV Period; (iii) Options to purchase an additional 275,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $12.50 per Share for a minimum of a FMV Period; provided, however, that: (A) In the event that the Shares achieve either of the Fair Market Values set forth in Sections 3(b)(ii) or 3(b)(iii) above before satisfying the Fair Market Value test under Section 3(b)(i) above, or in the event that the Shares achieve the Fair Market Value test set forth in Section 3(b)(iii) above before satisfying the Fair Market Value test under Section 3(b)(ii), then the Options to purchase the total number of Shares shall vest cumulatively at the respective exercise prices set forth in Sections 3(b)(i), 3(b)(ii) and/or 3(b)(iii), as the case may be; and (B) As used in this Section 3(b), for purposes of determining the twenty (20) trading days comprising the FMV Period, any business day upon which there shall be no trading in the Shares of the Corporation shall not be counted. (c) In no event shall any of the Options granted hereunder vest and be exercisable unless the Optionee is an Employee of the Corporation or any of its Subsidiaries on any such vesting date; provided, however, in the event the Employee's employment is terminated by the Corporation or any of its Subsidiaries without Cause pursuant to Section 2(b)(iv) of the Employment Agreement, the Options shall vest and be exercisable to the extent any of the performance tests set forth in Section 3(b)(i) through (iii), inclusive, are satisfied during the ninety (90) day period immediately succeeding the date of termination of his employment. (d) Notwithstanding any of the provisions of Sections 3(a) or (b), none of the Options granted hereunder, including any Options which have vested and therefore become exercisable, may be exercised until the shareholders of the Corporation shall, if required by New York law or the regulations of any exchange or inter-dealer system upon which the Company's Shares will be listed or in which such Shares shall be traded, approve the grant of the Options which are the subject of this Agreement as provided in Section 15(a) of this Agreement.

Vesting and Exercisability of Options. Options to purchase an aggregate of 800,000 Shares of the Corporation shall vest and be exercisable upon the occurrence of the following events, satisfaction of the following conditions and upon or by the following dates: (a) a. Options to purchase 125,000 Shares shall vest and be exercisable on the Effective Date; (b) b. Options to purchase the remaining aggregate of up to 675,000 Shares shall vest and be exercisable on the second (2nd) anniversary of the Effective Date as long as the Optionee is an Employee (as hereinafter defined) of the Corporation or any of its Subsidiaries as of such date; provided, however, that the dates of vesting and exercisability of Options for the remaining 675,000 Shares shall be accelerated to such dates upon which the following performance tests shall have been satisfied; provided further, however, that the outside date for the satisfaction of each such performance shall be the second (2nd) anniversary of the Effective Date and no such performance test may be satisfied, in whole or in part, after such second (2nd) anniversary of the Effective Date: (i) Options to purchase an additional 175,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $5 per Share for a minimum of twenty (20) consecutive trading days thereafter (each such period, a "FMV Period"); ; (ii) Options to purchase an additional 225,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $7.50 per Share for a minimum of a FMV Period; ; (iii) Options to purchase an additional 275,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $12.50 per Share for a minimum of a FMV Period; provided, however, that: (A) In the event that the Shares achieve either of the Fair Market Values set forth in Sections 3(b)(ii) or 3(b)(iii) above before satisfying the Fair Market Value test under Section 3(b)(i) above, or in the event that the Shares achieve the Fair Market Value test set forth in Section 3(b)(iii) above before satisfying the Fair Market Value test under Section 3(b)(ii), then the Options to purchase the total number of Shares shall vest cumulatively at the respective exercise prices set forth in Sections 3(b)(i), 3(b)(ii) and/or 3(b)(iii), as the case may be; and (B) As used in this Section 3(b), for purposes of determining the twenty (20) trading days comprising the FMV Period, any business day upon which there shall be no trading in the Shares of the Corporation shall not be counted. (c) c. In no event shall any of the Options granted hereunder vest and be exercisable unless the Optionee is an Employee of the Corporation or any of its Subsidiaries on any such vesting date; provided, however, in the event the Employee's employment is terminated by the Corporation or any of its Subsidiaries without Cause pursuant to Section 2(b)(iv) of the Employment Agreement, the Options shall vest and be exercisable to the extent any of the performance tests set forth in Section 3(b)(i) through (iii), inclusive, are satisfied during the ninety (90) day period immediately succeeding the date of termination of his employment. (d) d. Notwithstanding any of the provisions of Sections 3(a) or (b), none of the Options granted hereunder, including any Options which have vested and therefore become exercisable, may be exercised until the shareholders of the Corporation shall, if required by New York law or the regulations of any exchange or inter-dealer system upon which the Company's Shares will be listed or in which such Shares shall be traded, approve the grant of the Options which are the subject of this Agreement as provided in Section 15(a) of this Agreement.

Vesting and Exercisability of Options. Options to purchase an aggregate of 800,000 Shares of the Corporation shall vest and be exercisable upon the occurrence of the following events, satisfaction of the following conditions and upon or by the following dates: (a) Options to purchase 125,000 Shares shall vest and be exercisable on the Effective Date; (b) Options to purchase the remaining aggregate of up to 675,000 Shares shall vest and be exercisable on the second (2nd) anniversary of the Effective Date as long as the Optionee is an Employee (as hereinafter defined) of the Corporation or any of its Subsidiaries as of such date; provided, however, that the dates of vesting and exercisability of Options for the remaining 675,000 Shares shall be accelerated to such dates upon which the following performance tests shall have been satisfied; provided furtherprovided, however, that the outside date for the satisfaction of each such performance shall be the second (2nd) anniversary of the Effective Date and no such performance test may be satisfied, in whole or in part, after such second (2nd) anniversary of the Effective Date: (i) Options to purchase an additional 175,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $5 per Share for a minimum of twenty (20) consecutive trading days thereafter (each such period, a "FMV PeriodPERIOD"); (ii) Options to purchase an additional 225,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $7.50 per Share for a minimum of a FMV Period; (iii) Options to purchase an additional 275,000 Shares shall vest and become exercisable if the Shares shall achieve and maintain the Fair Market Value of $12.50 per Share for a minimum of a FMV Period; providedPROVIDED, howeverHOWEVER, that: (A) In the event that the Shares achieve either of the Fair Market Values set forth in Sections 3(b)(ii) or 3(b)(iii) above before satisfying the Fair Market Value test under Section 3(b)(i) above, or in the event that the Shares achieve the Fair Market Value test set forth in Section 3(b)(iii) above before satisfying the Fair Market Value test under Section 3(b)(ii), then the Options to purchase the total number of Shares shall vest cumulatively at the respective exercise prices set forth in Sections 3(b)(i), 3(b)(ii) and/or 3(b)(iii), as the case may be; and (B) As used in this Section 3(b), for purposes of determining the twenty (20) trading days comprising the FMV Period, any business day upon which there shall be no trading in the Shares of the Corporation shall not be counted. (c) In no event shall any of the Options granted hereunder vest and be exercisable unless the Optionee is an Employee of the Corporation or any of its Subsidiaries on any such vesting date; providedPROVIDED, howeverHOWEVER, in the event the Employee's employment is terminated by the Corporation or any of its Subsidiaries without Cause pursuant to Section 2(b)(iv) of the Employment Agreement, the Options shall vest and be exercisable to the extent any of the performance tests set forth in Section 3(b)(i) through (iii), inclusive, are satisfied during the ninety (90) day period immediately succeeding the date of termination of his employment. (d) Notwithstanding any of the provisions of Sections 3(a) or (b), none of the Options granted hereunder, including any Options which have vested and therefore become exercisable, may be exercised until the shareholders of the Corporation shall, if required by New York law or the regulations of any exchange or inter-dealer system upon which the Company's Shares will be listed or in which such Shares shall be traded, approve the grant of the Options which are the subject of this Agreement as provided in Section 15(a) of this Agreement.