Vesting and Right to Exercise. (i) The Option hereby granted shall vest and become exercisable on a prorated basis over a twelve-month period beginning June 28, 2004. The option will be fully vested on June 27, 2005. Subject to the provisions of subparagraph (ii) and (iii) below, the Optionee can exercise any portion of the Option, which has vested until the expiration of the Option term. If a "change of control" of the Company should occur, as defined below, then the Option shall immediately vest and become exercisable in full. For purposes of the foregoing provision, a "change in control" means the occurrence of any of the following:
(A) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as emended (the "Exchange Act") (other than the Company or its existing shareholders) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (or a successor to the Company) representing 50% or more of the combined voting power of the then outstanding securities of the Company or such successor;
(B) the dissolution of the Company or liquidation of more than 50% or more in value of the assets of the Company, (ii) or any merger or reorganization of the Company whether or not another entity is the survivor, (iii) a transaction (other than the initial public offering of the Company's shares) pursuant to which holders, as a group, of all of the shares of the Company outstanding before the transaction, hold, as a group, less than 50% of the combined voting power of the Company or any successor company outstanding after the transaction, or (iv) any other event or series of events which the Optionee determines, in his discretion, would materially alter the structure of the Company or its ownership.
(ii) In the event of the Optionee's death, disability, other termination of employment or ceases to be a member of the Board prior to exercise, the exercisability of the Option shall be governed by Section 5 below.
(iii) The Option may be exercised in whole or in part but may not be exercised as to fractional shares.
Vesting and Right to Exercise. (i) The Option shall vest and become exercisable with respect to one-fourth (1/4th) of the Shares subject to the Option on the first anniversary of the Vesting Commencement Date set forth in the signature page of this Agreement, and one-sixteenth (1/16th) of the Shares subject to the Option shall vest at the end of each successive calendar quarter over the remaining three-year period, until all the Shares have vested, subject to the Optionee’s continuous employment with the Company. Subject to the provisions of subparagraphs (ii) and (iii) below, the Optionee can exercise any portion of the Option which has vested until the expiration of the Option term.
(ii) In the event of the Optionee’s death, disability or other termination of employment, the exercisability of the Option shall be governed by Sections 9(d), (e) and (f) of the Plan.
(iii) The Option may not be exercised for fractional shares or for less than Ten (10) Shares.
Vesting and Right to Exercise. (i) The Option shall vest (and become exercisable) with respect to _______________________ of the Shares subject to the Option at the end of each of the first ______________ (_____) years from __________________. Subject to the provisions of subparagraphs (ii) and (iii) below' the Optionee can exercise any portion of the Option which has vested until the expiration of the Option term.
(ii) In the event of the Optionee's death, disability or other termination of employment, the exercisability of the Option shall be governed by Sections 9(d), (e) and (f) of the Plan.
(iii) The Option may not be exercised for fractional shares or for less than ______________________ (______) Shares.
Vesting and Right to Exercise. (i) The Option shall vest as set forth in Exhibit A. Subject to the provisions of subparagraphs (ii) and (iii) below, the Optionee can exercise any portion of the Option which has vested until the expiration of the Option term.
(ii) In the event of the Optionee’s death, disability or other termination of employment, the exercisability of the Option shall be governed by Sections 9(d), (e) and (f) of the Plan.
(iii) The Option may not be exercised for fractional shares or for less than ten (10) Shares.
Vesting and Right to Exercise. Except as otherwise provided herein, and prior to the termination of the Option (as provided in Section 6), the Option shall be vested: (i) on the date that is three months after its date of grant, for 25% of the shares of Common Stock subject to such Option on its date of grant, (ii) on the date that is six months after its date of grant, for an additional 25% of the shares of Common Stock subject to such Option on its date of grant, (iii) on the date that is nine months after its date of grant, for an additional 25% of the shares of Common Stock subject to such Option on its date of grant and (iv) on the date that is twelve months after its date of grant, for an additional 25% of the shares of Common Stock subject to such Option on its date of grant. Except as otherwise provided herein, the Option shall be exercisable, to the extent the Option is vested, not earlier than January 1, 2008 and not later than the Option Expiration Date; provided that if a Change in Control occurs prior to January 1, 2008, and such Change in Control is also a “change in control event” within the meaning of Section 409A of the Code, the Option shall either be (i) converted into a right to receive a cash payment pursuant to Section 5.8(a)(2) of the Plan or (ii) be exercisable during the period beginning on the date of such Change in Control and ending on the later to occur of (A) the last day of the calendar year in which such Change in Control occurs or (B) the date that is 2 1/2 months after the date of such Change in Control.
Vesting and Right to Exercise. (i) The Option shall vest thirty-six (36) months from the date of this Option Agreement and become fully exercisable at that time with respect to all 83,333 of the Shares subject to the Option. Subject to the provisions of subparagraphs (ii) and (iii) below, the Optionee can exercise any portion of the Option that has vested until the expiration of the Option term.
(ii) In the event of the Optionee's death or disability, the exercisability of the Option shall be governed by the relevant provisions of the Plan.
(iii) The Option may not be exercised for fractional shares or for less than one thousand (1,000) Shares.
Vesting and Right to Exercise. The SOSARs will vest and become exercisable in installments as follows, subject to the Participant’s continued employment with the Company from the Grant Date until each applicable vesting date, except as otherwise provided in Section 4: On the first anniversary of the Grant Date (the “First Vesting Date”), one-third of the SOSARs will vest and become exercisable. An additional one-third of the SOSARs will vest and become exercisable on each of the second, and third anniversaries of the First Vesting Date.
Vesting and Right to Exercise. (i) The Option hereby granted shall vest and become exercisable in its entirety on the Grant Date.
(ii) In the event of the Optionee's death, disability or other termination of employment prior to exercise, the exercisability of the Option shall be governed by Section 4, below.
(iii) The Option may be exercised in whole or in part but may not be exercised as to fractional shares.
Vesting and Right to Exercise. Except as otherwise provided herein, and prior to the termination of the Option (as provided in Section 6), the Option shall vest with respect to one-third (1/3) of the Option Shares on each anniversary of the Date of Grant so that all of the Option Shares shall have vested on the third anniversary of the Date of Grant, in each case, subject to Optionee’s continued Service through the applicable vesting date. This Option shall be exercisable to the extent it is vested until the termination of the Option (as provided in Section 6).
Vesting and Right to Exercise. (i) The Option hereby granted shall vest and become exercisable upon the closing by the Company of a financing, joint venture, acquisition, or any other agreement which provides working capital to the Company by or with a party or parties introduced to the Company directly by Optionee during the term of this Agreement or within 18 months following the date of such introduction, whichever is later. The Option may not be exercised prior to any other time, except as provided in Subsection (ii) below.
(ii) In the event the Company rejects a bona fide and duly authorized offer in which no more than 10% of the equity of the Company on a fully diluted basis, would be issued and in which the Company would receive net proceeds, after deduction of all placement fees, commissions and expenses, of at least $5,000,000 had the Company not rejected such bona fide offer, one-half of this Option for 500,000 shares of Common Stock shall vest and thereupon be immediately exercisable. The determination of whether any offer is "bona fide" for purposes of this provision shall be conclusively determined by the Company's independent directors acting at a duly called meeting of the Company's Board of Directors.
(iii) The Option may be exercised in whole or in part, in accordance with the provisions of this paragraph 2(a), but may not be exercised as to fractional shares.
