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. (a) The rights represented by this Warrant will vest and may be exercised by the Holder for the number of Warrant Shares and at the times set forth in the following schedule: NUMBER OF WARRANT SHARES VESTING DATE 518,750 shares On the date hereof 43,750 shares July 1, 2000 43,750 shares October 1, 2000 43,750 shares January 1, 2001 Notwithstanding the foregoing, with respect to Warrants with possible vesting dates after the date hereof, such Warrants will not vest nor be exercisable if, as of the relevant date, New Century Mortgage Corporation ("NCMC") has repaid all amounts owed to U.S. Bank National Association pursuant to the Subordinated Loan Agreement dated as of April 28, 2000 by and between U.S. Bank National Association and NCMC and the Second Amended and Restated Subordinated Promissory Note dated as of April 28, 2000 made by NCMC to U.S. Bank National Association. Warrants that fail to vest on the applicable vesting date in accordance with the immediately preceding sentence shall terminate as of such date and shall be of no further force and effect.
(b) The rights represented by this Warrant may be exercised by the Holder, in whole or in part, by written election in the form set forth below, by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company and by payment to the Company by cash, certified check or bank draft of the Warrant Exercise Price. The shares so purchased shall be deemed to be issued as of the close of business on the date on which this Warrant has been exercised by payment to the Company of the Warrant Exercise Price. Certificates for the Warrant Shares so purchased, bearing an appropriate restrictive legend, shall be delivered to the Holder within fifteen (15) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new warrant representing the number of Warrant Shares, if any, with respect to which this Warrant has not been exercised shall also be delivered to the Holder hereof within such time. No fractional shares shall be issued upon the exercise of this Warrant.
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. 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. (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.
Vesting Exercise. (a) All vested Restricted Stock Units shall be exchangeable at the election of the Participant for the equivalent number of RSU Shares upon the Participant delivering to the Company a duly completed Exercise Form in the form attached as Schedule “A” to this Agreement, provided that in no event will the Participant become entitled to acquire a fractional RSU Share upon such exercise (all fractional entitlements shall be rounded down to the nearest whole number of RSU Shares). The Participant shall have the right to exercise the vested Restricted Stock Units at any time after the Effective Date and prior to the completion of the term of the agreement.
(b) As soon as practicable following the date on which the Participant has delivered to the Company the applicable Exercise Form for the exchange of Restricted Stock Units for RSU Shares, the Company will issue to the Participant a certificate registered in the name of the Participant representing the RSU Shares acquired upon such exchange.
Vesting Exercise. The Warrant is fully vested upon grant and shall be exercisable, subject to the terms of section 1.2, through the Expiration Date (such period being the “Warrant Period”). The term “Expiration Date” shall mean the ___________ anniversary of the Date of Issuance. The Holder may exercise this Warrant, in whole or part, by the surrender of this Warrant (with a duly executed exercise form in the form attached at the end hereof as Exhibit A) at the principal office of the Company, together with the proper payment of the Per Share Warrant Price times the applicable number of Warrant Shares.
Vesting Exercise. (a) Subject to Section 3(e), (i) 25% of the shares of Common Stock subject to the Option shall vest and become exercisable upon the consummation of a Change in Control if and only if General Atlantic (IC), L.P. and its Affiliates (excluding the Company, “GA”) achieve the GA Minimum Targeted Return upon such Change in Control, and (ii) 25% of the shares of Common Stock subject to the Option shall vest and become exercisable upon the consummation of a Change in Control if and only if GA achieves the GA High Targeted Return, in each case, subject to the Participant’s continued employment through such Change in Control (the portion of the Option described in clauses (i) and (ii), referred to as the “Performance-Vesting Portion,” with the percentages stated in clauses (i) and (ii), referred to as the “Applicable Percentage”); provided, however, if the Participant experiences a Termination of Directorship without Cause (including without limitation a resignation for any reason as a member of the Board), and a Change
