Vesting Date of Options. The Options shall be and become exercisable upon the earlier to occur of (a) November 2, 2003, at which time the Options shall become exercisable in their entirety, provided that on such date the Optionee is then employed by the Company, or (b) on such date, if at all, as it shall have been determined by the Board of Directors of the Company, in consultation with the independent auditors of the Company, that with respect to the fiscal year of the Company then ended, the Company shall have achieved Gross Revenues of not less than $10 Million and Adjusted EBITDA (as defined below) of not less than $3 Million, at which time the Options shall become exercisable in their entirety, provided that at such date the Optionee is then employed by the Company. For purposes hereof "Adjusted EBITDA" shall mean the Net Income of the Company before income taxes, computed without regard to (a) depreciation or amortization expense, (b) direct or indirect compensation to officers or directors of the Company, or (c) such write-offs and adjustments to accounts receivable as are consistent with industry practices with regard to third party payment, insurance reimbursement, and state and federal health and welfare programs.
Vesting Date of Options. For purposes of the Option, a “Qualifying Termination” (or any reference to a termination by the Company without Cause) shall be deemed to include, with respect to the Participant, a termination of such Participant’s Employment by the Participant for Good Reason and the reference to a voluntary termination in Section 4.5(ii) of shall be deemed a termination without Good Reason. “Good Reason” shall mean a Participant’s termination of Employment on account of: (x) a material diminution in the Participant’s base salary or target bonus, other than a decrease of less than 10% that applies to employees generally of the Company or its Affiliates; (y) a relocation of a Participant’s primary work location by more than 50 miles; or (z) for Participant’s with an officer title of vice president or above on the Grant Date, ceasing to have an officer title of vice president or above with the Company or its Affiliates (regardless of whether it is an elected position), in each case without the employee’s prior written consent; provided that, within 90 days following the first occurrence of any of the events set forth herein, the Participant shall have delivered written notice to the Company of his or her intention to terminate his or her Employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Participant’s right to terminate employment for Good Reason, the Company or its Affiliate shall not have cured such circumstances within 30 days following the Company’s receipt of such notice and the Participant resigns within 60 days of the end of the cure period.
Vesting Date of Options. The Option shall vest in accordance with Section 4.4 of the Plan, except that in the event that the Participant’s Employment is terminated by the Company without Cause or by the Participant for Good Reason (as defined in the Participant’s employment agreement with Skype, Inc. dated March 3, 2010, as amended (the “Employment Agreement”)) and such termination does not occur during the two-year period following a Change of Control, any outstanding portion of the Option that is a Time-Based Option that would have vested during the 24-month period commencing on the date of such termination shall become vested and any remaining unvested portion of the Option that is a Time-Based Option shall be forfeited, in each case as of the date of such termination. For purposes of the Option, a “Qualifying Termination” (or any reference to a termination by the Company without Cause) shall be deemed to include, with respect to the Participant, a termination of such Participant’s Employment by the Participant for Good Reason and the reference to a voluntary termination in Section 4.5(ii) of shall be deemed a termination without Good Reason.
Vesting Date of Options. The Options shall be and become exercisable in the annual increments and on the dates set forth on the attached Schedule I, provided that on each date the Optionee is then employed by the Company. Notwithstanding the foregoing, the Options shall become exercisable at an earlier date in the incremental numbers and subject to the conditions set forth in Schedule II.
Vesting Date of Options. The Option shall vest in accordance with Section 4.4 of the Plan, except that in the event that the Participant’s Employment is terminated by the Company without Cause or by the Participant for Good Reason (as defined in the Participant’s offer letter from Skype Inc. dated May 17, 2010, as amended) and such termination does not occur during the two-year period following a Change of Control, any outstanding portion of the Option that is a Time-Based Option that would have vested during the 12-month period commencing on the date of such termination shall become vested and any remaining unvested portion of the Option that is a Time-Based Option shall be forfeited, in each case as of the date of such termination; provided, however, that if such termination of Employment occurs on or prior to December 31, 2011, any outstanding Time-Based Option that would have vested on or prior to December 31, 2012 shall become vested and any remaining unvested portion of the Option that is a Time-Based Option shall be forfeited. For purposes of the Option, a “Qualifying Termination” (or any reference to a termination by the Company without Cause) shall be deemed to include, with respect to the Participant, a termination of such Participant’s Employment by the Participant for Good Reason and the reference to a voluntary termination in Section 4.5(ii) of shall be deemed a termination without Good Reason.
Vesting Date of Options. The Options shall be exercisable in their entirety at any time on and after the date hereof.
Vesting Date of Options. The Options shall be and become exercisable in one-third increments, commencing on the first anniversary date of the Date of Grant and annually thereafter until all 240,000 Options are exercisable, provided that on each such anniversary, the Optionee is then employed by the Company. Notwithstanding the foregoing, the Options shall become exercisable at an earlier date as set forth in Schedule I.
Vesting Date of Options. The Option shall vest in accordance with Section 4.4 of the Plan, except that: (i) in the event that the Participant’s Employment is terminated by the Company without Cause or by the Participant for Good Reason (as defined in the Employment Agreement) after the second anniversary of the Completion Date, any outstanding Time-Based Options that would have vested on or before the first anniversary of such termination shall vest in full and any remaining unvested portion of the Time-Based Option shall be forfeited; (ii) in the event that the Participant’s Employment is terminated by the Company without Cause or by the Participant for Good Reason during the six-month period prior to a Change of Control, any outstanding Time-Based Options shall vest in full if such termination or Good Reason event were in contemplation of the Change of Control (such vesting will be contingent on (and occur only upon) the consummation of the Change of Control) and (iii) upon a Change of Control, the provisions of Section 4.4.1.2 shall not apply and any outstanding Time-Based Options that would have vested on or before the second anniversary of the Change of Control shall vest in full and any remaining unvested portion of the Time-Based Option shall vest on the earliest of (x) the six-month anniversary of the Change of Control, subject in all cases to the Participant’s continued Employment through the applicable Vesting Date, or (y) the termination of the Participant’s Employment as a result of a Qualifying Termination. For purposes of the Option, a “Qualifying Termination” (or any reference to a termination by the Company without Cause) shall be deemed to include, with respect to the Participant, a termination of such Participant’s Employment by the Participant for Good Reason and the reference to a voluntary termination in Section 4.5(ii) of shall be deemed a termination without Good Reason.
Vesting Date of Options. The Option shall vest as follows: 25% shall vest on the first anniversary of the Grant Date, and the remainder shall vest in equal installments of 4.6875% at the end of each successive three month period commencing on the first anniversary of the Grant Date, until 100% of the Option is fully vested, subject in all cases to the Participant’s continued Employment through each such date (each such date, a “Vesting Date”). Unless the Board determines otherwise, vesting of the Option may be suspended during any leave of absence as may be set forth by Company policy, if any. In the event of a Qualifying Termination, the Option shall immediately vest and become exercisable as of such Qualifying Termination, subject to Section 4.6 and the provisions of the LLC Agreement.
