Common use of Vesting and Right to Exercise Clause in Contracts

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 hereby granted shall vest and become exercisable on a prorated basis over a twelve-month period beginning June 28September 29, 20042000. The option will be fully vested on June 27September 29, 20052001. 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 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 as to the provisions of subparagraph (iifollowing schedule: a) and (iii) below, the Optionee can exercise any portion 1/3 of the shares subject to this Option, which has vested until shall vest and become exercisable on the expiration award date; b) 1/3 of the Option termshares subject to this Option, shall vest and become exercisable on the first anniversary of the award date; c) 1/3 of the shares subject to this Option, shall vest and become exercisable on the second anniversary of the award date. If there should occur a "change of control" of the Company should occurCompany, 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 amended (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 board determines, in his its discretion, would materially alter the structure of the Company or its ownership. (ii) In the event of the Optionee's death, disability, disability or 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 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 hereby granted shall vest and become exercisable on a prorated basis over a twelve-month period beginning June 28as to 1/3 of the Shares subject to this Option annually, 2004. The option will be fully vested on June 27, 2005. Subject to commencing one year from the provisions date of subparagraph (ii) and (iii) below, the Optionee can exercise any portion grant of the Option, which has vested until the expiration of the Option termfully vested. If there should occur a "change of control" of the Company should occurCompany, 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 amended (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 board determines, in his its discretion, would materially alter the structure of the Company or its ownership. (ii) In the event of the Optionee's death, disability, disability or 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 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 hereby granted shall vest and become exercisable within respect to 1,000,000 Shares of the Option on a prorated basis over a twelve-month period beginning June 28the date hereof, 2004. The option will be fully vested and shall vest and become exercisable with respect to the remaining 1,000,000 of the Shares on June 27, 2005the first anniversary hereof. Subject to the provisions of subparagraph (ii) and (iii) below, the Optionee can exercise any portion of the Option, Option which has vested until the expiration of the Option term. If there should occur a "change of control" of the Company should occurCompany, as defined below, then the Option shall immediately vest and become exercisable in full. For 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, disability or 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 hereby granted shall vest and become exercisable with respect to 500,000 Shares of the Option on a prorated basis over a twelve-month period beginning June 28November 1, 2004. The option will be fully vested 1999, and shall vest and become exercisable with respect to the remaining 400,000 of the Shares subject to the Option on June 27May 1, 20052000. 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 there should occur a "change of control" of the Company should occurCompany, 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 amended (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 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 Committee determines, in his its discretion, would materially alter the structure of the Company or its ownership. (ii) In the event of the Optionee's death, disability, disability or 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.