Common use of Vesting, Exercisability and Termination Clause in Contracts

Vesting, Exercisability and Termination. (a) No portion of this Stock Option may be exercised until such portion shall have vested. (b) Except as set forth below and in Section 6, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to: (i) twenty-five percent (25%) of the Option Shares on the one (1) year anniversary of the Vesting Reference Date; and (ii) one forty-eighth (1/48th) of the Option Shares at the end of each month starting with the thirteenth (13th) month following the Vesting Reference Date. Notwithstanding anything herein to the contrary, but without limitation of Section 6, (a) upon the consummation of a Sale Event, 50% of the Option Shares that are not then vested will be accelerated and become vested and exercisable and (b) in the event that the Optionee’s employment with the Company and its Subsidiaries or a successor entity is terminated within twelve (12) months following a Sale Event (i) by the Company or its successor without Cause or (ii) by the Optionee for Good Reason, then all remaining unvested Option Shares (whether under this Stock Option or a substitute award as provided in Section 6) shall be accelerated and become vested and exercisable upon the effective date of such termination.

Vesting, Exercisability and Termination. (a) No portion of this Stock Option may be exercised until such portion shall have vested. (b) Except as set forth below and in Section 6, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to: (i) twenty-five percent (25%) of the Option Shares on the one (1) year anniversary of the Vesting Reference Date; and (ii) one forty-eighth (1/48th) of the Option Shares at the end of each month starting with the thirteenth (13th) month following the Vesting Reference Date. Notwithstanding anything herein to the contrary, but without limitation of Section 6, (a) upon the consummation of a Sale Event, 50% of the Option Shares that are not then vested will be accelerated and become vested and exercisable and (b) in the event that this Stock Option is assumed or continued by the Company or its successor entity in the sole discretion of the parties to a Sale Event and thereafter remains in effect following such Sale Event as contemplated by Section 6, then the vesting schedule of this Stock Option shall be accelerated by twelve (12) months upon the date on which the Optionee’s employment with the Company and its Subsidiaries or a successor entity is terminated terminates if (1) such termination occurs within twelve (12) months following a of such Sale Event and (i2) such termination is by the Company or its successor without Cause or (ii) by the Optionee for Good Reason, then all remaining unvested Option Shares (whether under this Stock Option or a substitute award as provided in Section 6) shall be accelerated and become vested and exercisable upon the effective date of such terminationCause.

Vesting, Exercisability and Termination. (a) No portion of this Stock Option may be exercised until such portion shall have vested. (b) Except as set forth below and in Section 6below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to: (i) twenty-five percent (25%) of to the Option Shares on the one (1) year anniversary of the Vesting Reference Date; and (ii) one forty-eighth (1/48th) of the Option Shares at respective dates indicated below: 5% At the end of each month starting with the thirteenth (13th) month following the Vesting Reference Date. quarterly period commencing [ , 2007] Notwithstanding anything herein to the contrarycontrary (i) if the Optionee’s Service Relationship terminates by reason of such Optionee’s death or disability (as defined in Section 422(c) of the Code) prior to a Sale Event, but the vesting of each tranche of Option Shares set forth in this Section 2(b) shall accelerate by one year, (ii) without limitation of Section 6, (a) upon the consummation of a any Sale Event, 50% the vesting of the each tranche of Option Shares that are not then vested will be accelerated and become vested and exercisable set forth in this Section 2(b) shall accelerate by one year and (biii) without limitation of Section 6, in the event that this Stock Option is assumed or continued by the Company of its successor entity in the sole discretion of the parties to a Sale Event and thereafter remains in effect following such Sale Event as contemplated by Section 6, then this Stock Option shall be deemed vested and exercisable in full on the date upon which the Optionee’s employment Service Relationship with the Company and Company, its Subsidiaries Subsidiary or a any successor entity terminates if such termination is terminated within twelve (12) months following a Sale Event (i) either by the Company or its any such Subsidiary or successor without Cause or (ii) by the Optionee for Good Reason, then all remaining unvested Option Shares (whether under this Stock Option or a substitute award as provided in Section 6) shall be accelerated and become vested and exercisable upon the effective date of such termination.

Vesting, Exercisability and Termination. (a) No portion of this Stock Option may be exercised until such portion shall have vested. (b) Except as set forth below and in Section 6below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to: (i) twenty-five percent (25%) of to the Option Shares on the one (1) year anniversary of the Vesting Reference Date; and (ii) one forty-eighth (1/48th) of the Option Shares at the end of each month starting with the thirteenth (13th) month following the Vesting Reference Date. respective dates indicated below: 20% [ , 2007] 5% [ , 2007] Notwithstanding anything herein to the contrarycontrary (i) if the Optionee’s Service Relationship terminates by reason of such Optionee’s death or disability (as defined in Section 422(c) of the Code) prior to a Sale Event, but the vesting of each tranche of Option Shares set forth in this Section 2(b) shall accelerate by one year, (ii) without limitation of Section 6, (a) upon the consummation of a any Sale Event, 50% the vesting of the each tranche of Option Shares that are not then vested will be accelerated and become vested and exercisable set forth in this Section 2(b) shall accelerate by one year and (biii) without limitation of Section 6, in the event that this Stock Option is assumed or continued by the Company of its successor entity in the sole discretion of the parties to a Sale Event and thereafter remains in effect following such Sale Event as contemplated by Section 6, then this Stock Option shall be deemed vested and exercisable in full on the date upon which the Optionee’s employment Service Relationship with the Company and Company, its Subsidiaries Subsidiary or a any successor entity terminates if such termination is terminated within twelve (12) months following a Sale Event (i) either by the Company or its any such Subsidiary or successor without Cause or (ii) by the Optionee for Good Reason, then all remaining unvested Option Shares (whether under this Stock Option or a substitute award as provided in Section 6) shall be accelerated and become vested and exercisable upon the effective date of such termination.