Common use of Vesting of Option Rights Clause in Contracts

Vesting of Option Rights. (a) Except as otherwise provided in this Agreement, the Option may be exercised by Optionee in accordance with the following schedule: (b) During the lifetime of Optionee, the Option shall be exercisable only by Optionee and shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution. (c) Notwithstanding the provisions set forth above in Section 2(a), (i) in the event of termination of Optionee’s employment with or Service to the Company as a result of Optionee’s death or Permanent Disability while in the employ or Service of the Company, the next vesting date for the Option, as set out in Section 2(a) above, shall accelerate by twelve (12) months as of such date of termination; and (ii) if, after the initial vesting date set forth above, Optionee ceases to be an employee or provide Service by reason of Ordinary Retirement prior to the vesting of the Option under Sections 2 or 5 hereof, then the vesting of the Option, as set out in Section 2(a) above, shall accelerate in full as of such date of Ordinary Retirement. For purposes of this Agreement, “Ordinary Retirement” shall mean the retirement of the Optionee on a date upon which, if the Optionee is an employee, the sum of the Optionee’s age and number of years of employment with the Company equals or exceeds eighty-five (85) years or, if the Optionee is a non-employee director, the number of years of Service to the Company exceeds five (5) years.

Vesting of Option Rights. (a) Except as otherwise provided in this Agreement, the Option may be exercised by Optionee in accordance with the following schedule: (b) During the lifetime of Optionee, the Option shall be exercisable only by Optionee and shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution. (c) Notwithstanding the provisions set forth above in Section 2(a), (i) in the event of termination of Optionee’s employment with or Service to the Company as a result of Optionee’s death or Permanent Disability while in the employ or Service of the Company, the next vesting date for the Option, as set out in Section 2(a) above, shall accelerate by twelve (12) months as of such date of termination; and (ii) if, after the initial vesting date set forth above, Optionee ceases to be an employee or provide Service by reason of Ordinary Retirement prior to the vesting of the Option under Sections 2 or 5 hereof, then the vesting of the Option, as set out in Section 2(a) above, shall accelerate in full as of such date of Ordinary Retirement. For purposes of this Agreement, ““ Ordinary RetirementRetirement ” shall mean the retirement of the Optionee on a date upon which, if the Optionee is an employee, the sum of the Optionee’s age and number of years of employment with the Company equals or exceeds eighty-five (85) years or, if the Optionee is a non-employee director, the number of years of Service to the Company exceeds five (5) years.

Vesting of Option Rights. (a) Except as otherwise provided in this Agreement, the Option may be exercised by Optionee in accordance with the following schedule: (b) During the lifetime of Optionee, the Option shall be exercisable only by Optionee and shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, Optionee may transfer the Option to any Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such Instructions or such Form)); provided, however, that (i) Optionee may not receive any consideration for such transfer, (ii) the Family Member must agree in writing not to make any subsequent transfers of the Option other than by will or the laws of the descent and distribution and (iii) the Company receives prior written notice of such transfer. (c) Notwithstanding the provisions set forth above in Section 2(a), (i) in the event of termination of Optionee’s employment with or Service to the Company as a result of Optionee’s death or Permanent Disability while in the employ or Service of the CompanyCompany prior to the vesting of the Option under Sections 2 or 5 hereof, then the next vesting date for of the Option, as set out in Section 2(a) above, shall accelerate by twelve (12) months in full as of such date of death or termination; (ii) in the event of termination by the Company of Optionee’s employment with or Service to the Company without Cause (other than upon death or Permanent Disability) or, if applicable under an employment agreement between the Company and Optionee, due to the Optionee’s resignation for Good Reason (as defined below), prior to the vesting of the Option under Sections 2 or 5 hereof, provided that within sixty (60) days following the date of termination, the Optionnee executes and does not revoke (during any applicable revocation period) an effective general release of all claims against the Company and its affiliates in a form reasonably acceptable to the Company, then the vesting of the Option, as set out in Section 2(a) above, shall accelerate in full as of such date of termination or resignation; and (iiiii) if, after the earlier of the initial vesting date set forth aboveabove and the date hereof, Optionee ceases to be an employee or provide Service by reason of Ordinary Retirement prior to the vesting of the Option under Sections 2 or 5 hereof, then the vesting of the Option, as set out in Section 2(a) above, shall accelerate in full as of such date of Ordinary Retirement. For purposes of this Agreement, “Permanent Disability” shall mean a physical or mental impairment which, the Board in good faith determines, after consideration and implementation of reasonable accommodations, precludes the Optionee from performing his essential job functions for a period longer than three consecutive months or a total of one hundred twenty (120) days in any twelve month period (or such longer period as may be required to comply with the Family Medical Leave Act or other applicable law); and “Ordinary Retirement” shall mean the retirement of the Optionee on a date upon which, if the Optionee is an employee, the sum of the Optionee’s age and number of years of employment with the Company equals or exceeds eighty-five (85) years or, if the Optionee is a non-employee director, the number of years of Service to the Company exceeds five (5) years.

Vesting of Option Rights. (a) Except as otherwise provided in this Agreement, the Option may be exercised by Optionee in accordance with the following schedule:: 2,000,000 shares will be immediately vested, with the balance vesting in 36 equal monthly installments thereafter. (b) During the lifetime of Optionee, the Option shall be exercisable only by Optionee and shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, Optionee may transfer the Option to any Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such Instructions or such Form)); provided, however, that (i) Optionee may not receive any consideration for such transfer, (ii) the Family Member must agree in writing not to make any subsequent transfers of the Option other than by will or the laws of the descent and distribution and (iii) the Company receives prior written notice of such transfer. (c) Notwithstanding the provisions set forth above in Section 2(a), (i) in the event of termination of Optionee’s employment with or Service to the Company as a result of Optionee’s death or Permanent Disability while in the employ or Service of the CompanyCompany prior to the vesting of the Option under Sections 2 or 5 hereof, then the next vesting date for of the Option, as set out in Section 2(a) above, shall accelerate by twelve (12) months in full as of such date of death or termination; (ii) in the event of termination by the Company of Optionee’s employment with or Service to the Company without Cause (other than upon death or Permanent Disability) or, if applicable under an employment agreement between the Company and Optionee, due to the Optionee’s resignation for Good Reason (as defined below), prior to the vesting of the Option under Sections 2 or 5 hereof, provided that within sixty (60) days following the date of termination, the Optionnee executes and does not revoke (during any applicable revocation period) an effective general release of all claims against the Company and its affiliates in a form reasonably acceptable to the Company, then the vesting of the Option, as set out in Section 2(a) above, shall accelerate in full as of such date of termination or resignation; and (iiiii) if, after the earlier of the initial vesting date set forth aboveabove and the date hereof, Optionee ceases to be an employee or provide Service by reason of Ordinary Retirement prior to the vesting of the Option under Sections 2 or 5 hereof, then the vesting of the Option, as set out in Section 2(a) above, shall accelerate in full as of such date of Ordinary Retirement. For purposes of this Agreement, “Permanent Disability” shall mean a physical or mental impairment which, the Board in good faith determines, after consideration and implementation of reasonable accommodations, precludes the Optionee from performing his essential job functions for a period longer than three consecutive months or a total of one hundred twenty (120) days in any twelve month period (or such longer period as may be required to comply with the Family Medical Leave Act or other applicable law); and “Ordinary Retirement” shall mean the retirement of the Optionee on a date upon which, if the Optionee is an employee, the sum of the Optionee’s age and number of years of employment with the Company equals or exceeds eighty-five (85) years or, if the Optionee is a non-employee director, the number of years of Service to the Company exceeds five (5) years.

Vesting of Option Rights. (a) Except as otherwise provided in this Agreement, the Option may be exercised by Optionee in accordance with the following schedule: (b) During the lifetime of Optionee, the Option shall be exercisable only by Optionee and shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, Optionee may transfer the Option to any Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such Instructions or such Form)); provided, however, that (i) Optionee may not receive any consideration for such transfer, (ii) the Family Member must agree in writing not to make any subsequent transfers of the Option other than by will or the laws of the descent and distribution and (iii) the Company receives prior written notice of such transfer. (c) Notwithstanding the provisions set forth above in Section 2(a), (i) in the event of termination of Optionee’s employment with or Service to the Company as a result of Optionee’s death or Permanent Disability while in the employ or Service of the Company, the next vesting date for the Option, as set out in Section 2(a) above, shall accelerate by twelve (12) months as of such date of termination; and (ii) if, after the initial vesting date set forth above, Optionee ceases to be an employee or provide Service by reason of Ordinary Retirement prior to the vesting of the Option under Sections 2 or 5 hereof, then the vesting of the Option, as set out in Section 2(a) above, shall accelerate in full as of such date of Ordinary Retirement. For purposes of this Agreement, “Ordinary Retirement” shall mean the retirement of the Optionee on a date upon which, if the Optionee is an employee, the sum of the Optionee’s age and number of years of employment with the Company equals or exceeds eighty-five (85) years or, if the Optionee is a non-employee director, the number of years of Service to the Company exceeds five (5) years.

Vesting of Option Rights. (a) Except as otherwise provided in this Agreement, the Option may be exercised by Optionee in accordance with the following schedule: (b) During the lifetime of Optionee, the Option shall be exercisable only by Optionee and shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, Optionee may transfer the Option to any Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such Instructions or such Form)); provided, however, that (i) Optionee may not receive any consideration for such transfer, (ii) the Family Member must agree in writing not to make any subsequent transfers of the Option other than by will or the laws of the descent and distribution and (iii) the Company receives prior written notice of such transfer. (c) Notwithstanding the provisions set forth above in Section 2(a), (i) in the event of termination of Optionee’s employment with or Service to the Company as a result of Optionee’s death or Permanent Disability while in the employ or Service of the Company, the next vesting date for the Option, as set out in Section 2(a) above, shall accelerate by twelve (12) months as of such date of termination; and (ii) if, after the initial vesting date set forth above, Optionee ceases to be an employee or provide Service by reason of Ordinary Retirement prior to the vesting of the Option under Sections 2 or 5 hereof, then the vesting of the Option, as set out in Section 2(a) above, shall accelerate in full as of such date of Ordinary Retirement. For purposes of this Agreement, ““ Ordinary RetirementRetirement ” shall mean the retirement of the Optionee on a date upon which, if the Optionee is an employee, the sum of the Optionee’s age and number of years of employment with the Company equals or exceeds eighty-five (85) years or, if the Optionee is a non-employee director, the number of years of Service to the Company exceeds five (5) years.