Vesting of Company Options Sample Clauses

Vesting of Company Options. The parties acknowledge and agree that as of the Effective Time, (A) each Director Option shall vest in full and (B) one-half of the unvested portion of each Employee Option shall become fully vested, with the remaining unvested portion to remain outstanding and continue to vest in accordance with the terms set forth in the governing option agreement and as set forth below.

Vesting of Company Options. Immediately prior to the Effective Time, each then outstanding and unexercised option (or portion thereof) to purchase shares of Common Stock (collectively, the “Company Options”) under the TransUnion Corp. 2010 Management Equity Plan (as amended, the “Company Stock Incentive Plan”) that vests based solely on time (collectively, the “Time Options”) shall become fully vested and exercisable, and any portion of each Company Option that vests based on performance criteria (collectively, the “Performance Options”) shall become fully vested and exercisable if (x) such performance criteria are satisfied as of the Closing or (y) such full vesting and exercisability is approved prior to the Closing (i) by the Company and (ii) for any Covered Person to the extent that such full vesting and exercisability, together with all other payments and benefits that such Covered Person would be entitled in connection with the transactions contemplated by this Agreement, would potentially constitute a “parachute payment” under Section 280G of the Code, pursuant to a Stockholder vote in accordance with the requirements of Section 280G(b)(5)(B) of the Code. From and after the Effective Time, the Company Options shall no longer be exercisable by the former holders thereof (the “Option Holders”), but shall only entitle the Option Holders to the payment of the consideration, if any, set forth in this Section 2.2. The Company shall take all actions as may be necessary to effectuate the provisions of this Section 2.2.