Vesting; Exercise of Option. (a) Subject to the terms and conditions of this Agreement and provided that the Optionee continues to provide Service (as defined in Section 6 below) to the Company (or any Affiliate) through the applicable date. This Option shall vest and become exercisable during its term as follows:
(i) 100% of the Shares shall vest and become exercisable on the second anniversary of the grant date.
(ii) This Option may not be exercised for a fraction of a Share.
(iii) In the event of Optionee’s death, disability or other termination of employment or consulting relationship, the vesting and exercisability of the Shares is governed by Sections 6, 7 and 8 below. Notwithstanding anything to the contrary, if the Optionee has an employment or change of control agreement with the Company that provides for more favorable exercise periods under the circumstances set forth in Sections 6, 7 and 8 below, such provisions shall apply.
(b) This Option is exercisable by delivery of an exercise notice or in such other form as permitted generally by the Company and designated by the Company (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed by the Optionee and delivered to the Administrator of the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.
(c) This Option may not be exercised more than seven (7) years from the date of grant, and may be exercised during such term only in accordance with the Plan and the terms of this Agreement.
(d) In the event of a Change of Control of the Company, the Options are governed by Section 10 of the Plan.
Vesting; Exercise of Option. The Option will be exercisable during the Term only to the extent that it is then vested and then only in accordance with the terms and provisions of the Plan and this Agreement.
Vesting; Exercise of Option. This Option to purchase shall be exercisable by the Employee only pursuant to PARAGRAPH 7 of the Plan and shall not be exercisable after the expiration of ten (10) years from May 15, 1996. Subject to the foregoing limitation, 10,000 of said Options will become exercisable on the later of (i) the July 1, 1996 and (ii) the approval of the Amendment (as defined in that certain Employment Agreement dated June 20, 1996 (the "Employment Agreement")) by the Company's stockholders, and an additional 20,000 of the Options will become exercisable on July 1, 1997. To the extent that the Employee exercises his rights during the period of this Option Agreement to purchase less than the total amount of Option Shares offered hereunder, the number of Option Shares offered thereafter shall be accordingly reduced. However, in the case of an employee who owns (at the date the Option is granted) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of one or more of its subsidiary corporations, then this Option shall be exercisable by the Employee within a period of five (5) years from July 1, 1996. The Option shall be exercisable in writing by registered or certified mail to the Company. In the event the Employee ceases to be an Employee of the Employer, other than by death or disability or following a Change in Control (as defined in the Plan), except then, as otherwise set forth herein or in the Plan, the right to exercise this Option shall immediately cease on the day of such termination. Notwithstanding anything to the contrary contained herein or in the Employment Agreement or the Plan, unless the Employee shall have ceased to be employed by the Employer prior to the occurrence of a Change in Control, the Employee shall continue to have the right to exercise this Option for a period of the longer of (i) the period otherwise provided in accordance with the Plan and (ii) ninety (90) days following the occurrence of said Change in Control.
Vesting; Exercise of Option. Until the expiration of this Option pursuant to Section 3 or Section 5 of this Agreement, the Optionee may exercise it as to the number of Option Shares identified in the table below, in full or in part, at any time on or after the applicable vesting date or dates identified in the table, provided the Optionee remains continuously employed with the Company as the Chief Executive Officer or Executive Chairman, or otherwise employed as the Optionee and the Committee may agree, through the applicable vesting date or dates (except as provided at Section 5, below). However, subject to Section 5 of this Agreement, during any period that this Option remains outstanding after the Optionee’s employment with the Company and its Affiliates ends, the Optionee may exercise it only to the extent it was vested and exercisable immediately prior to the end of the Optionee’s employment. July 6, 2023July 6, 2024July 6, 2025July 6, 2026 100,000100,000100,000100,000 100,000100,000100,000100,000 100,000100,000100,000100,000 Section 7.1(e) of the Plan sets forth the procedure for exercising this Option by paying cash or a check made payable to the order of the Company in an amount equal to the aggregate Exercise Price of the Stock to be purchased, or by delivering other shares of Stock of equivalent Market Value. The Optionee may also exercise this Option pursuant to a formal cashless exercise program as referred to in Section 7.1(e) of the Plan, subject to the terms and conditions referred to in Section 7.1(e) of the Plan.
Vesting; Exercise of Option. The Option shall vest on the first anniversary of the Effective Date and, except as set forth in Section 13 hereof, shall be exercisable thereafter, in whole or in part, at any time and from time to time prior to the Termination Date, by Director so long as he is serving as a Director. The foregoing notwithstanding, to the extent that the Option has not yet become exercisable, all of the Director’s Shares shall vest and the Option shall become exercisable immediately for such Director’s Shares in the event that (i) the Board and, if required by law, the shareholders of the Corporation shall approve any transaction that results in a Change in Control; provided, however, that no acquisition of stock by any person in a public offering or private placement of the Company’s Common Stock or other transaction approved by the Company’s Board of Directors shall be considered a Change in Control.
Vesting; Exercise of Option a. The Option granted hereunder shall vest in three cumulative installments on each of the first through third anniversaries of [date of grant]. The vested portion of the Option shall be exercisable in whole or in part at any time, or from time to time prior to the expiration of the Option; provided that the election to exercise the Option shall be made in accordance with applicable federal and state laws and regulations.
b. No shares shall be delivered pursuant to the exercise of the vested portion of the Option, in whole or in part, until payment in full of the Option price is received by the Company in cash and until payment in cash of any applicable withholding taxes is received by the Company. The vested portion of the Option may be exercised by filing a written notice of exercise with the Secretary of the Company. The notice of exercise shall be accompanied by a representation or agreement of the Grantee to the Company to the effect that such shares are being acquired for investment and not with a view to the resale or distribution thereof or such other documentation as may be required by the Company, unless in the opinion of counsel to the Company, such representation, agreement, or documentation is not necessary. Upon receipt by the Company of notice of exercise of all or part of any exercisable portion of the Option, together with the appropriate exercise price and any other documentation which may be required under this Agreement, the Grantee or his or her legal representative, legatee, or distributee, as the case may be, shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to such holder.
c. The Option may not at any time be exercised with respect to a fractional share.
Vesting; Exercise of Option. This option may be exercised by the Optionee (or, after his death, by the person designed in Section 4) only in accordance with the following provisions:
(a) This option may be exercised by the Optionee upon delivery of the following to the Company at its principal executive offices:
(i) a written notice of exercise which identifies this Agreement and states the number of shares of stock then being purchased;
(ii) a check or cash in the amount of the purchase price in such other form of lawful consideration as the Company's Board of Directors may approve from time to time under the provisions of Section 6 of the Plan);
(iii) a letter of agreement, if requested by the Company, in such form and substance as the Company may require, setting forth the investment intent of the Optionee and such other agreements and representations as specified by the Plan; and
(iv) a check or cash, if requested by the Company either before or after the Company's receipt of the notice of exercise, in the amount of any taxes (other than stock issue or transfer taxes) which the Company is obligated to collect or withhold by reason of the exercises of the Option.
(b) This option shall be exercisable and vest on and after the dates set forth below, the Optionee shall be entitled to purchase all or any portion of the shares of stock indicated opposite those respective dates. Date Shares/Options ---- -------------- January 19, 1998 50,000
(c) Notwithstanding any contrary provisions to this Agreement, this option may not be exercised until the Plan has been approved by the shareholders of the Company as provided for in the Plan.
Vesting; Exercise of Option. Subject to paragraphs 3, 4, 5, and 7, this Option shall become exercisable in accordance with following schedule: [vesting schedule to be inserted] Once this Option has become exercisable in accordance with the preceding schedule it shall continue to be exercisable with respect to such Option Shares until the termination of Optionee's rights hereunder pursuant to paragraphs 3, 4, 5, or 6, or until the Expiration Date, whichever occurs first. A partial exercise of this Option shall not affect Optionee's right to exercise this Option with respect to the remaining Option Shares, subject to the conditions of the Plan and this Agreement. Any portion of this Option which has not become exercisable on the effective date of termination of Optionee's employment by the Company shall lapse.
Vesting; Exercise of Option. (a) This Option shall is fully vested and immediately exercisable as to all shares of Stock.
(b) Subject to the terms of this Agreement, the Option Holder shall have the right, which may be exercised commencing on the Effective Date and until 5:00 p.m., Dallas time on October 31, 2014, (the “Exercise Period”), to receive from the Company the number of fully paid and nonassessable shares of Stock which the holder may at the time be entitled to receive on exercise of such Option and payment to the Company of the Exercise Price (as defined in Section 4(c)) then in effect for such shares of Stock. In the alternative, the Option Holder may exercise its right, during the Exercise Period, to receive Stock on a net basis, such that, without the exchange of any funds, such holder receives that number of shares of Stock otherwise issuable (or payable) upon exercise of its Option less that number of shares of Stock having a Fair Market Value (as defined below) at the time of exercise equal to the aggregate Exercise Price that would otherwise have been paid by such holder of the Stock. To facilitate accounting and bookkeeping matters, provided that Option Holder is not adversely affected, the Option Holder shall use reasonable efforts to make the effective date of the exercise of this Option the end of a calendar month. “Fair Market Value” of a share of Stock shall, at the end of each calendar year and after the written request of Option Holder, be determined in good faith by the Board of Directors.
Vesting; Exercise of Option
