Vesting and Term of Option. (a) The Option may not be exercised prior to , 20 . Commencing on , 20 , the Option may be exercised by Participant prior to its termination in cumulative annual installments as follows: Date Percentage of Shares as to which Option is Exercisable , 20 % , 20 % , 20 % , 20 % , 20 % The Option shall in all events terminate on , 20 or such earlier date as prescribed herein.
(b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company.
(c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events:
(i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding;
(ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board);
(iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal ...
Vesting and Term of Option. This Section 2.2 is subject to the provisions of the Plan and the other provisions of this Agreement and as otherwise provided in a written employment agreement between the Company or an Affiliate and the Optionee.
2.2.1 This Option shall vest and become exercisable in four equal annual installments on first, second, third and fourth anniversaries of the Vesting Commencement Date (each a “Vesting Date”) subject to the Grantee’s Continuous Status as an Employee, Director or Consultant through each applicable Vesting Date.
2.2.2 The “Term” of this Option shall begin on the Date of Xxxxx set forth in the Grant Notice and end on the expiration of the Term specified in the Grant Notice. No portion of this Option may be exercised after the expiration of the Term.
2.2.3 In the event of termination of Optionee’s Continuous Status as an Employee, Director or Consultant for any reason other than death, Disability, or Cause:
2.2.3.1 the portion of this Option that is not vested and exercisable as of the Termination Date shall not continue to vest and shall be immediately cancelled and terminated; and
2.2.3.2 the portion of this Option that is vested and exercisable as of the Termination Date shall terminate and be cancelled on the earlier of:
(a) the expiration of the Term and
(b) the following date:
(i) if the Optionee is a not an Executive, ninety (90) days after the Termination Date, and
(ii) if the Optionee is an Executive, the one-year anniversary of the Termination Date.
2.2.4 In the event of termination of Optionee’s Continuous Status as an Employee, Director or Consultant due to death or Disability:
2.2.4.1 the portion of this Option that is not vested and exercisable as of the Termination Date shall not continue to vest and shall be immediately cancelled and terminated; and
2.2.4.2 the portion of this Option that is vested and exercisable as of the Termination Date shall terminate and be cancelled on the earlier of (a) the expiration of the Term and (b) the one-year anniversary of the Termination Date.
2.2.5 If Optionee’s Continuous Status as an Employee, Director or Consultant is terminated for Cause, or if, after the termination of Optionee’s Continuous Status as an Employee, Director or Consultant, the Committee determines that Cause existed before such termination, this entire Option shall not continue to vest, shall be cancelled and terminated as of the Termination Date, and shall no longer be exercisable as to any Shares, whether or not previously vest...
Vesting and Term of Option. This option shall vest (become exercisable) and remain exercisable only in accordance with Exhibit A attached hereto.
Vesting and Term of Option. 2.2.1 Subject to the provisions of the Plan and the other provisions of this Agreement, this Option shall vest and become exercisable on the first anniversary of the Date of Grant (the “Vesting Date”) subject to the Grantee’s Continuous Status as an Employee, Director or Consultant through the Vesting Date.
2.2.2 The “Term” of this Option shall begin on the Date of Xxxxx set forth in the Grant Notice and end on the expiration of the Term specified in the Grant Notice. No portion of this Option may be exercised after the expiration of the Term.
2.2.3 In the event of termination of Optionee’s Continuous Status as an Employee, Director or Consultant for any reason (including death or Disability) other than Cause:
2.2.3.1 the portion of this Option that is not vested and exercisable as of the Termination Date shall not continue to vest and shall be immediately cancelled and terminated; and
2.2.3.2 the portion of this Option that is vested and exercisable as of the Termination Date shall terminate and be cancelled on the earlier of (a) the expiration of the Term and (b)(i) the one-year anniversary of the Termination Date if the Optionee has served as a Director for less than five years, (ii) the two-year anniversary of the Termination Date if the Optionee has served as a Director for at least five years but less than ten years, or (iii) the three-year anniversary of the Termination Date if the Optionee has served as a Director for at least ten years.
Vesting and Term of Option. The Optioned Shares shall be exercisable during the term of this Option Agreement but only on the terms hereof and pursuant to the following exercise schedule:
Vesting and Term of Option. (a) The Option may not be exercised, in whole or in part, prior to July 1, 1999. The Option may be exercised, in whole or in part, at any time, or from time to time, on or after July 1, 1999 and on or before the close of business on June 30, 2008, or such shorter period as is prescribed herein.
(b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a "Change of Control", as hereinafter defined.
(c) For the purpose of this Agreement, a "Change of Control" shall mean:
Vesting and Term of Option. Your Option will vest over three years, as long as you remain continuously employed by the Company or an Affiliate from the Grant Date until each vesting date or if you die or Retire before any such date. This means that you may exercise the first one-third of the shares subject to this Option on or after the first anniversary of the Grant Date, the second one-third of these shares on or after the second anniversary of the Grant Date, and the remaining one-third of these shares on or after the third anniversary of the Grant Date, assuming continued employment. However, you will be required to accept this Option as well as this Agreement before being permitted to exercise the Option. This Option will expire on and may not be exercised after the earlier of February 8, 2019 or the 90th day following the end of your 3M employment, except in cases of Retirement, death, disability, Disqualifying Termination or a termination in connection with which you execute a written release of employment-related claims in favor of the Company that provides (with the approval of the Company) for the nonforfeiture of stock options (but only to the extent this Option has vested prior to the date of the termination of your employment).
Vesting and Term of Option. Except as otherwise provided herein and in the Plan, these Options shall be exercisable one year after the Date of Grant and the Options shall expire on [DATE] (the "Final Exercise Date").
Vesting and Term of Option. The Optioned Shares shall be exercisable during the term of this Option Agreement but only on the terms hereof and pursuant to the following exercise schedule: Twenty-eight percent of the Optioned Shares shall vest at 5:00 p.m., Mountain Standard Time (“MST”), on the first anniversary of the Date of Grant and two percent of the remaining Optioned Shares shall vest at 5:00 p.m. MST, on each monthly anniversary date thereafter, provided that the Optionee was, during the entire period prior to such vesting date, continuously employed as an employee of the Company or otherwise affiliated in a position qualifying for continued vesting under the Plan. With respect to Canadian employees, Optionee’s status as an employee shall terminate upon delivery of a notice of termination by the Company. Except as provided in the Employment Agreement between Participant and the Company dated October , 2005 (“Employment Agreement”), vesting will cease upon the termination of your continuous status as an employee, director or consultant (“Continuous Service”). Vesting of the Stoack Appreciation Right granted hereunder may be accelerated on the occurrence of certain events set forth in the Employment Agreement. The term of the Option is from the Date of Grant through the Expiration Date shown above. Except to the extent that a different Expiration Date is shown above, any portion of the Optioned Shares, which become exercisable shall remain in effect and be exercisable thereafter during the term of the Option. The Option shall not be exercisable after the Expiration Date. Not less than one hundred shares of the Optioned Shares may be purchased at any time unless the number purchased is the total number at the time purchasable under the Option. Notwithstanding the above, as to any Option granted to a person owning more than ten percent of the Company’s voting stock on the Date of Grant, such Option shall expire five years from the Date of Grant and said date shall be the Expiration Date.
Vesting and Term of Option. (a) If Participant remains continuously employed by the Company or an Affiliate through January 31, 2021 (the “Measurement Date”), the Option Shares that vest and become exercisable pursuant to this Section 2 will be determined by reference to the Company’s 2020 Fiscal Year Adjusted EBITDA, as provided in the table below: Below $___ million 0% $___ million (threshold) 50% $___ million (target) 100% $____ million or above (superior maximum) 150%* Note: Performance between threshold and superior maximum will be calculated on a pro rata basis. Payout is calculated for each incremental increase in performance (straight line interpolation). Fractional vested Shares will be rounded down to the nearest whole Share. * Maximum award is subject to the annual award limitation of 500,000 Shares under the X.X. Xxxxxx Company 2016 Master Incentive Plan. For purposes of this Section 2(a), “Adjusted EBITDA” means the adjusted net income attributable to X.X. Xxxxxx Company + interest expense + interest income + income taxes + depreciation + amortization. Adjustments include items as publicly disclosed in the Company’s quarterly earnings release. In addition, the target will be adjusted as follows:
1. Acquisitions and divestitures will be excluded, based on the previous rolling 12 months EBITDA;
