Vesting and Exercise of Equity Awards Sample Clauses

Vesting and Exercise of Equity Awards. Subject to your execution of the Release as described in Subsection (h) below, and notwithstanding anything to the contrary contained in an applicable Equity Award agreement, in the event of a Change in Control, all Equity Awards held by you (x) shall vest in full as of immediately prior to the Change in Control and, (y) in the case of stock options, shall become fully exercisable as of immediately prior to the Change in Control, except as otherwise provided in Sections 3(f) and 4 below. For the avoidance of doubt, if a Pre‑CIC Termination occurs, then any unvested portion of your Equity Awards will remain outstanding until the date that the Change in Control occurs (provided that in no event will your stock options or similar Equity Awards remain outstanding beyond the Equity Award’s maximum term to expiration). In the event that the proposed Change in Control is terminated without having been completed, any unvested portion of your Equity Awards automatically will be forfeited permanently without having vested. Except as otherwise provided in Sections 3(f) and 4 below, these Equity Awards that are restricted stock units or similar awards that vest under this Section 3(b) will be settled on the 30th day following completion of the Change in Control. Notwithstanding anything in this Agreement to the contrary, in no event shall the vesting and exercisability provisions applicable to you under the terms of an Equity Award be less favorable to you than the terms and provisions of such awards in effect as of the Change in Control Date.
Sample 1
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Vesting and Exercise of Equity Awards. Subject to your execution of a release of claims as described in Subsection (h) below, and notwithstanding anything to the contrary contained in an applicable Equity Award agreement, in the event of a Change in Control, all Equity Awards held by you shall vest in full and, in the case of stock options, shall become fully exercisable, as of the Change in Control Date, except as otherwise provided in Sections 3(f) and 4 below. Notwithstanding anything in this Plan to the contrary, in no event shall the vesting and exercisability provisions applicable to you under the terms of an Equity Award be less favorable to you than the terms and provisions of such awards in effect on the Change in Control Date.”
Sample 1
Vesting and Exercise of Equity Awards. Provided the Designated Employee’s Release and Covenant as set forth in the Exhibit has been timely executed and the period of revocation has expired, notwithstanding anything to the contrary contained in an applicable equity award agreement, all equity awards held by a terminated Designated Employee shall vest in full and, as applicable, shall become fully exercisable, as of the Date of Termination, except as otherwise provided in Sections 3.2(f) through (i) and 4.5 below. Notwithstanding anything in this Plan to the contrary, in no event shall the vesting and exercisability provisions applicable to a terminated Designated Employee under the terms of an Equity Award be less favorable to such Designated Employee than the terms and provisions of such awards in effect on the Change in Control Date.
Sample 1

Related to Vesting and Exercise of Equity Awards

  • Vesting and Exercise of Option The Option shall vest and become exercisable during its term in accordance with the following provisions:

  • Vesting and Exercise Once vested, this Warrant may be exercised as -------------------- to such vested portion whether or not at the time of such exercise the Warrantholder is an employee of (or consultant to) the Company (or one or more of its subsidiaries); however, this Warrant shall automatically terminate as to any unvested portion at any such time as the Warrantholder is no longer employed by (or a consultant to) the Company (or any of its subsidiaries). If this Warrant is not exercised prior to 5:00 P.M. on the Expiration Date (or the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), this Warrant, or any new Warrant issued pursuant to Section 1.1, shall cease to be exercisable and shall become void and all rights of the Warrantholder hereunder shall cease. This Warrant shall not be exercisable, and no Warrant Shares shall be issued hereunder, prior to 9:00 A.M., New York City time, on the applicable Exercise Date.

  • Vesting and Exercisability (a) No portion of this Stock Option may be exercised until such portion shall have vested.

  • 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.

  • Vesting of Equity Awards Notwithstanding the provisions of any plan or agreement governing such an Award (as defined in Section 4(c)), all Awards granted to you that remain outstanding and unvested immediately prior to the occurrence of a Change in Control (as defined in Section 4(d)(i)) automatically shall vest in full upon the occurrence of the Change in Control.

  • Term and Exercise of Option (a) The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein.

  • Grant and Exercise of Option The Xxxxxx Parties hereby grant to Dow an irrevocable option (the “Option”) to purchase, on the terms and subject to the conditions set forth herein, the Interests at a cash purchase price equal to the Fair Market Enterprise Value (the “Purchase Price”). The Option may be exercised by Dow upon written notice (the “Option Exercise Notice”) to the Xxxxxx Parties at any time after the first anniversary of the Closing Date and prior to the Termination Date. The Option shall terminate and be of no further force and effect upon the earlier to occur of (i) the fifth anniversary of the Closing Date, and (ii) the date of the closing of the first underwritten public offering of the equity interests of the Xxxxxx Group (or its successor) (an “IPO”) pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (such date being referred to herein as the “Termination Date”); provided, that Dow will not have the right to exercise the Option after the forty-fifth (45th) day following the date on which the Xxxxxx Parties provide written notice (“Xxxxxx Notice”) to Dow that it has filed such a registration statement for an IPO with the Securities Exchange Commission (it being understood that Dow will have the right to exercise the Option if the Xxxxxx Parties do not consummate an IPO within 180 days of the delivery of such Xxxxxx Notice). Notwithstanding the foregoing sentence, (i) Dow shall be entitled to purchase the Interests in the event that it has exercised the Option in accordance with the terms hereof prior to the Termination Date and (ii) Xxxxxx Parties’ obligation to sell the Interests shall be subject to the restrictive covenants contained in its debt EXECUTION COPY financing agreements as in effect from time to time; provided that such covenants do not adversely materially discriminate against such Interests compared to the assets of the Xxxxxx Parties taken as a whole.

  • Vesting of Awards In the event of a Change in Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace awards granted to the Executive under the terms of the 2013 Equity Plan that are outstanding as of the Change in Control, and such awards or replacements therefore shall remain outstanding and be governed by their respective terms. If and to the extent that outstanding awards granted to the Executive under the terms of the 2013 Equity Plan are not continued, assumed or replaced in connection with a Change in Control, then the vesting of such awards shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full as of the Change in Control. With respect to outstanding awards granted to the Executive under the terms of the 2013 Equity Plan that are subject to performance-based vesting conditions, the level of achievement of the performance-based vesting conditions shall be measured consistent with the original terms of the award to preserve the intent of the metrics, and to the extent performance can no longer be reasonably measured consistent with the original terms, the vesting of such awards shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full as of the Change in Control. The reference to "fully vested" in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.

  • Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ The Administrator may at any time accelerate the vesting schedule specified in this Section 2.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

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