Vesting Exercise. (a) The Option is fully vested as of the Closing Date.
(b) The Option may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations.
(c) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must:
(i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A.
(ii) execute and deliver such other documentation as required by the Committee which shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee shall from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights;
(iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee; and
(iv) pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (x) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (y) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.
Vesting Exercise. Subject to the provisions of Section 8 below, the Holder's right to exercise all or any portion of the Option and receive the shares of Common Stock represented thereby shall become immediately exercisable upon the Effective Date.
Vesting Exercise. (a) The Option shall vest and become exercisable in accordance with the vesting schedule set forth in the Grant Notice, provided that the Holder has not experienced a Termination of Service prior to the applicable vesting date. There shall be no proportionate or partial vesting in the periods prior to each vesting date and any vesting shall occur only on the applicable vesting date.
(b) To the extent any portion of the Option has become exercisable with respect to a number of Shares as provided above, such portion may thereafter be exercised by the Holder, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Section 6.2 of the Plan, including, without limitation, the filing of such written form of exercise notice, if any, as may be required by the Committee.
Vesting Exercise. Subject to the Participant’s continued service with the Company or its Subsidiaries through each applicable vesting date, this Option shall vest and become exercisable in three (3) pro-rata equal installments covering one-third (1/3) of the shares covered by the Option (rounded down to the next whole number of shares) on each of (a) the Grant Date, (b) the first anniversary of the Grant Date and (c) the second anniversary of the Grant Date, respectively; provided, however, that this Option shall immediately become fully vested and exercisable upon a Change in Control, subject to the Participant’s continued service on the date of such Change in Control. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date. Notwithstanding anything contained herein to the contrary, this Option shall cease vesting immediately as of the Participant’s termination of service with the Company and/or its Subsidiaries for any reason, and any portion of the Option that is not vested as of the date of the Participant’s termination of service for any reason shall terminate and expire as of the date of such termination. All decisions by the Board with respect to any calculations pursuant to this Section (absent manifest error) shall be final and binding on the Participant. To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Section 6.9 of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee and payment in full of the Per Share Exercise Price specified above multiplied by the number of shares of Common Stock underlying the portion of the Option exercised.
Vesting Exercise. Except as otherwise provided below, this Option will vest according to the vesting schedule set forth on Exhibit A attached hereto. Notwithstanding anything contained herein or in Exhibit A to the contrary, if the Executive is an employee of the Company on the date of a Change in Control, this Option will vest as to all unvested shares of Common Stock covered hereby concurrently with the consummation of such Change in Control. The Executive shall be entitled to exercise this Option to acquire vested Common Stock at any time on or after the applicable date of vesting. If the Executive's employment is terminated by the Company with Cause at any time prior to a Change in Control, this Option shall terminate in its entirety and shall become void as to all shares of Common Stock for which this Option is unvested at the time of such termination.
Vesting Exercise. As of the Issue Date, this Warrant shall be exercisable in full by Holder, and Holder may exercise this Warrant, in whole or in part, by delivering a duly executed Notice of Exercise in substantially the form attached as EXHIBIT A to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.6, Holder shall also, concurrently with delivery of the Notice of Exercise, deliver to the Company a check or wire transfer in United States dollars for the aggregate Warrant Price for the Shares being purchased.
Vesting Exercise. 5.1 Except as otherwise provided in Paragraph 4 hereof, the Option shall become exercisable with respect to the number of Option Shares specified in accordance with the vesting schedule set forth above, except that no single exercise of the Option may be for less than 100 Option Shares, unless at the time of the exercise, the maximum number of Option Shares available for purchase under the Option is less than 100 Option Shares, in which event the Option must be exercised, if at all, for all of the Option Shares. In no event is the Option to be exercised for a fractional Option Share. Once exercisable, the Option shall continue to be exercisable at any time or times prior to the Expiration Date or the time set forth in Paragraph 4 above, subject to the provisions hereof and of the Plan.
5.2 Notwithstanding any other provision hereof, no Option may be exercised after the Expiration Date and no Option may be exercised at a time when such exercise and/or the issuance of Shares pursuant to such exercise would be in breach of Applicable Law or, in the opinion of the Compensation Committee, would or may result in the Eligible Person and/or any other parties being obligated under the Irish Takeover Rules to make a general offer to all shareholders of the Company.
5.3 To exercise the Option, the Participant shall give written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of this notice shall be the exercise date. The notice must be accompanied by payment in full of the aggregate Exercise Price, either by cash, check, cash equivalent or wire transfer or such other medium of payment as the Compensation Committee may permit. If the Compensation Committee so permits, payment in full or part may also be made (i) by surrendering (actually or by attestation) Shares that the Participant already owns; (ii) by a cashless exercise through a broker; (iii) by means of a “net exercise” procedure with respect to Shares to be acquired upon exercise of the Option or (iv) by such other medium of payment as the Compensation Committee in its discretion may authorize each such share (with the Shares to be valued at the Fair Market Value of a Share on the date of exercise). If the payment is in the form of Shares the Participant already owns, then the certificate or certificates representing those Shares must be duly executed in blank by the Participant or must be accompanied by a stock powe...
Vesting Exercise. (a) Vesting of the Rights shall be based upon periods of service subsequent to the date of award and not on other Qualifying Performance Criteria. Rights shall vest in accordance with the following schedule provided that Employee is employed by the Company on the Vesting Date: Vesting Date Rights Vesting Percentage December 15, 20__ - 20% 20% December 15, 20__ - 20% 40% December 15, 20__ - 20% 60% December 15, 20__ - 20% 80% December 15, 20__ - 20% 100%
(b) The Rights granted hereby may be exercised at any time after the Vesting Date; provided, however, that the right to exercise shall expire on ____________(the Expiration Date) or upon such earlier date as Employee shall cease to be employed by the Company or any subsidiary or affiliated entity controlled by or under common control with the Company. In the event of a termination of employment occurring prior to the Expiration Date, the amount of any Excess value accorded the Rights shall be determined and Employee shall have the right to receive such amount payable in shares of the Company’s Common Stock.
(c) Vesting of the Rights shall occur upon death, Disability or Retirement (as defined below) as follows:
i. In the event of the death of an Employee while continuing to be employed by the Company, all Rights not otherwise vested shall become immediately vested and exercisable.
ii. In the event of the Disability or Retirement of an Employee, all Rights shall continue to vest, as though Employee had remained employed with the Company following such Disability or Retirement, subject to the forfeiture provisions of Subparagraph (e) below.
(d) As used herein,
Vesting Exercise. Subject to the provisions of Section 11 hereof, during the Option Term the Holder shall not have the right to exercise all or any portion of the Option and receive the Option Shares represented thereby until the occurrence of both of the following: (a) the filing of an amendment to the Company's Certificate of Incorporation authorizing an increase in the number of shares of Common Stock sufficient in amount to cover on the date of filing the aggregate of all shares of Common Stock (i) currently outstanding; (ii) issuable upon the exercise of all outstanding options and warrants; and
Vesting Exercise. (a) The Option is a performance-based option that vests and becomes exercisable only upon attainment of certain performance targets. Except as otherwise provided herein and in the Plan, the Option shall vest upon, and to the extent of, the achievement of specific performance targets as described generally in Exhibit A attached hereto, provided that the Optionee remains employed with the Company on each applicable vesting date. The extent of achievement of the specified performance targets and the satisfaction of the applicable vesting conditions shall be determined by the Committee, in its sole discretion.
(b) The Option may be exercised in whole or in part in accordance with this Section 3 by delivering to the Secretary of the Company (1) a written notice specifying the number of shares to be purchased, and (2) payment in full of the Option Price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any income tax withholding obligations with respect to the exercise (unless other arrangements, acceptable to the Company, are made for the satisfaction of such withholding obligations). The Option Price may be paid in cash, by check, or as otherwise provided in the Plan.
(c) The Option shall not be exercisable after ten (10) years from the Grant Date.
