Common use of Vesting of Right to Exercise Option Clause in Contracts

Vesting of Right to Exercise Option. (a) Except as otherwise provided in this Agreement, the right to exercise this Option shall vest in the manner set forth on Exhibit A, which is attached hereto and incorporated herein by reference for all purposes. From and after each date of vesting, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares for which Optionee's rights have vested. (b) To the extent Optionee does not purchase all or any part of the Shares at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares not so purchased and such right shall continue until this Option terminates or expires. (c) If Optionee's employment by the Companies is terminated on account of fraud against the Company or a Subsidiary or conviction of a felony, the Option shall automatically terminate as of the date of such termination of employment. (d) If Optionee's employment by the Companies is terminated voluntarily by Optionee or by action of the Companies for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within three months after such termination (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's employment. For purposes of this subsection (d), if this Option shall not have fully vested as of the date of Optionee's termination of employment by action of the Companies for reasons other than as specified in subsection (c) (but not in the event of voluntary termination), then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number). (e) In the event of Optionee's termination of employment with the Companies by reason of death or disability (within the meaning of Section 22(e)(3) of the Code), this Option may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee (or the Optionee's legal guardian in the event one is appointed as a result of Optionee's disability), as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of Optionee's death or disability. For purposes of this subsection (e), if this Option shall not have fully vested as of the date of termination of Optionee's employment, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number).

Vesting of Right to Exercise Option. (a) Except as otherwise provided in this Agreement, the right to exercise this Option shall vest in as to 20% of the manner set forth total Shares which may be purchased hereunder (rounded to the nearest whole share) on Exhibit A, 20 _____, shall vest with respect to an additional 20% of the total Shares which is attached hereto may be purchased hereunder (rounded to the nearest whole share) on , 20 _____, shall vest with respect to an additional 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on , 20 _____, shall vest with respect to an additional 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on , 20 _____, and incorporated herein by reference for all purposesshall be fully vested on , 20 _____. From and after each date of vesting, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares for which Optionee's ’s rights have vested. (b) To the extent Optionee does not purchase all or any part of the Shares at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares not so purchased and such right shall continue until this Option terminates or expires. (c) If Optionee's ’s employment by the Companies is terminated on account of fraud against or dishonesty or other acts which the Company or a Subsidiary or conviction Board has determined are materially detrimental to the interests of a felonythe Company, the Option shall automatically terminate as of the date of such termination of employmentand this Option, including any portion which has vested, shall be forfeited. (d) If Optionee's ’s employment by the Companies is terminated terminates voluntarily by Optionee or by action of the Companies for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within three months after the three-month period following such termination (if otherwise prior to but not after the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's ’s employment. . (e) In the event of Optionee’s death or disability prior to termination of employment, this Option shall remain outstanding and may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee, as the case may be, but only (i) within the one-year period following the date of death or disability (but not after the date of expiration of this Option), and (ii) to purchase the number of Shares that could be purchased upon exercise of this Option at the time of such death or disability. (f) For purposes of this subsection (d) and (e), if this Option shall not have fully vested as of the date of Optionee's termination of Optionee’s employment by action of the Companies for reasons other than as specified in subsection (c) Company (but not in the event case of a voluntary termination)termination by Optionee) or as of the date of the Optionee’s death or disability, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (or death or disability), determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date (or grant date in the event that no shares had previously vested) and a denominator equal to the total number of 12months between the last vesting date (or grant date in the event that no shares had previously vested) and the next scheduled vesting date, and rounding to the nearest closest whole number). (e) In the event of Optionee's termination of employment with the Companies by reason of death or disability (within the meaning of Section 22(e)(3) of the Code), this Option may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee (or the Optionee's legal guardian in the event one is appointed as a result of Optionee's disability), as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of Optionee's death or disability. For purposes of this subsection (e), if this Option shall not have fully vested as of the date of termination of Optionee's employment, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number).

Vesting of Right to Exercise Option. If Optionee has continuously provided services as an employee or officer (each, a "SERVICE PROVIDER") to the Company or to any Subsidiary, Parent or Affiliate of the Company from the Date of Grant through March 18, 2004 (the "FINAL VESTING DATE") and has not been Terminated on or before the Final Vesting Date, then on the Final Vesting Date, this Option shall become exercisable with respect to one hundred percent (100%) of the Shares. Notwithstanding the foregoing, this Option shall become exercisable as to portions of the Shares prior to the Final Vesting Date as follows: (a) Except If Optionee has continuously provided services as otherwise provided in this Agreementa Service Provider to the Company or to any Subsidiary, Parent or Affiliate of the right to exercise Company from the Date of Grant through March 19, 2000 (the "FIRST ANNIVERSARY") and has not been Terminated on or before the First Anniversary, then on the First Anniversary, this Option shall vest in the manner set forth on Exhibit A, which is attached hereto and incorporated herein by reference for all purposes. From and after each date of vesting, Optionee may exercise this Option, subject become exercisable with respect to the terms and conditions set forth herein, to purchase all or any applicable portion of the Shares for which Optionee's rights have vestedspecified in Section 1 of Part B of Exhibit B to this Agreement. (b) To Following the extent First Anniversary, so long as Optionee does continuously provides services as a Service Provider to the Company or to any Subsidiary, Parent or Affiliate of the Company and is not purchase all or any part Terminated, on the second (2nd) anniversary of the Date of Grant and on each successive anniversary of the Date of Grant, this Option shall become exercisable with respect to the applicable portion of the Shares at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares not so purchased and such right shall continue until this Option terminates or expires. (c) If Optionee's employment by the Companies is terminated on account of fraud against the Company or a Subsidiary or conviction of a felony, the Option shall automatically terminate as of the date of such termination of employment. (d) If Optionee's employment by the Companies is terminated voluntarily by Optionee or by action of the Companies for reasons other than as specified in subsection Section 2 of Part B of Exhibit B to this Agreement. Notwithstanding anything herein to the contrary, (c)i) except as otherwise provided in the first sentence of this Section 2.1, this Option may be exercised, but only shall in no event become exercisable with respect to more than thirty percent (i30%) within three months after such termination (if otherwise prior to of the date of expiration of this Option), and not thereafter, Shares in any twelve-month period and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's employment. For purposes of this subsection (d), if this Option shall not have fully vested as of the date of Optionee's termination of employment by action of the Companies for reasons other in no event ever become exercisable with respect to more than as specified in subsection one hundred percent (c) (but not in the event of voluntary termination), then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number). (e) In the event of Optionee's termination of employment with the Companies by reason of death or disability (within the meaning of Section 22(e)(3100%) of the Code), this Option may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee (or the Optionee's legal guardian in the event one is appointed as a result of Optionee's disability), as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of Optionee's death or disability. For purposes of this subsection (e), if this Option shall not have fully vested as of the date of termination of Optionee's employment, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number).

Vesting of Right to Exercise Option. (a) Except as otherwise provided in this Agreement, the right to exercise this Option shall vest in as to 20% of the manner set forth total Shares which may be purchased hereunder (rounded to the nearest whole share) on Exhibit A, 20 _____, shall vest with respect to an additional 20% of the total Shares which is attached hereto may be purchased hereunder (rounded to the nearest whole share) on , 20 _____, shall vest with respect to an additional 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on , 20 _____, shall vest with respect to an additional 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on , 20 _____, and incorporated herein by reference for all purposesshall be fully vested on , 20 _____. From and after each date of vesting, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares for which Optionee's ’s rights have vested. (b) To the extent Optionee does not purchase all or any part of the Shares at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares not so purchased and such right shall continue until this Option terminates or expires. (c) If Optionee's ’s employment by the Companies is terminated on account of fraud against or dishonesty or other acts which the Company or a Subsidiary or conviction Board has determined are materially detrimental to the interests of a felonythe Company, the Option shall automatically terminate as of the date of such termination of employmentand this Option, including any portion which has vested, shall be forfeited. (d) If Optionee's ’s employment by the Companies is terminated terminates voluntarily by Optionee or by action of the Companies for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within three months 90 days after such termination (if otherwise prior to but not after the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's ’s employment. . (e) In the event of Optionee’s death or disability prior to termination of employment (or within the additional 90-day period provided by Section 4(d) hereof), this Option shall remain outstanding and may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee, as the case may be, but only (i) within the one-year period following the date of death or disability (but not after the date of expiration of this Option), and (ii) to purchase the number of Shares that could be purchased upon exercise of this Option at the time of such death or disability. (f) For purposes of this subsection (d) and (e), if this Option shall not have fully vested as of the date of Optionee's termination of Optionee’s employment by action of the Companies for reasons other than as specified in subsection (c) Company (but not in the event case of a voluntary termination)termination by Optionee) or as of the date of the Optionee’s death or disability, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (or death or disability), determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date (or grant date in the event that no shares had previously vested) and a denominator equal to the total number of 12months between the last vesting date (or grant date in the event that no shares had previously vested) and the next scheduled vesting date, and rounding to the nearest closest whole number). (e) In the event of Optionee's termination of employment with the Companies by reason of death or disability (within the meaning of Section 22(e)(3) of the Code), this Option may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee (or the Optionee's legal guardian in the event one is appointed as a result of Optionee's disability), as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of Optionee's death or disability. For purposes of this subsection (e), if this Option shall not have fully vested as of the date of termination of Optionee's employment, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number).

Vesting of Right to Exercise Option. (a) Except as otherwise provided in this Agreement, the right to exercise this Option shall vest in as to one- third of the manner set forth total Units which may be purchased hereunder on Exhibit AMarch 31, 1996, shall vest with respect to an additional one-third of the total Units which is attached hereto may be purchased hereunder on March 31, 1997 and incorporated herein by reference for all purposesshall be fully vested on March 31, 1998. From and after each date of vesting, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares Units for which Optionee's rights have vested. (b) To the extent Optionee does not purchase all or any part of the Shares Units at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares Units not so purchased and such right shall continue until this Option terminates or expires. (c) If Optionee's employment by the Companies General Partner or the Partnership is terminated on account of fraud against or dishonesty or other acts which the Company or a Subsidiary or conviction Board has determined are materially detrimental to the interests of a felonythe Partnership, the Option shall automatically terminate as of the date of such termination of employmenttermination. (d) If Optionee's employment by the Companies General Partner or the Partnership is terminated voluntarily by Optionee or by action of the Companies General Partner or the Partnership for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within three months after such termination (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of SharesUnits, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's employment. For purposes of this subsection (d), if this Option shall not have fully vested as of the date of termination of Optionee's termination of employment by action of the Companies for reasons other than as specified in subsection (c) (but not in the event of voluntary termination)employment, then a ratable portion of the number of Shares Units which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares Units that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest closest whole number). (e) In the event of Optionee's termination of employment with the Companies by reason of death or disability (within the meaning of Section 22(e)(3) of the Code)disability, this Option shall remain outstanding and may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee (or the Optionee's legal guardian in the event one is appointed as a result of Optionee's disability), as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, Units that could be purchased were subject to purchase upon exercise of this Option at the date time of Optionee's such death or disability. For purposes of this subsection (e), if this Option shall not have fully vested as of the date of termination of Optionee's employment, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number).

Vesting of Right to Exercise Option. (a) Except as otherwise provided in this Agreement, the right to exercise this Option shall vest in on the manner set forth first Realized Equity Value Date on Exhibit A, which is attached hereto and incorporated herein the Realized Equity Value equals or exceeds the Initial Buy-In Price multiplied by reference for all purposesthree. From and after each such date of vesting, if any, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares for which Optionee's rights have vested. (b) To the extent Optionee does not purchase all or any part of the Shares Units at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares Units not so purchased and such right shall continue until this Option terminates or expires. (c) If Optionee's employment by the Companies General Partner or the Partnership is terminated (i) for "cause" pursuant to the terms of an employment agreement between Optionee and the General Partner or the Partnership which defines termination for "cause" or (ii) if Optionee is not a party to an agreement described in clause (i), on account of fraud against or dishonesty or other acts which the Company or a Subsidiary or conviction Board has determined are materially detrimental to the interests of a felonythe Partnership, the Option shall automatically terminate as of the date of such termination of employmenttermination. (d) If Optionee's employment by the Companies General Partner or the Partnership is terminated voluntarily by Optionee or by action of the Companies General Partner or the Partnership for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within three 3 months after such termination (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of SharesUnits, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's employment. For purposes of this subsection (d), if this Option shall not have fully vested as of the date of Optionee's termination of employment by action of the Companies for reasons other than as specified in subsection (c) (but not in the event of voluntary termination), then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number). (e) In the event of Optionee's termination of employment with the Companies by reason of death or disability (within the meaning of Section 22(e)(3) of the Code)disability, this Option shall remain outstanding and may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee (or the Optionee's legal guardian in the event one is appointed as a result of Optionee's disability), as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, Units that could be purchased were subject to purchase upon exercise of this Option at the date time of Optionee's such death or disability. For purposes of this subsection (e), if this Option shall not have fully vested as of the date of termination of Optionee's employment, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number).

Vesting of Right to Exercise Option. (a) Except as otherwise provided in this Agreement, the right to exercise this Option shall vest in on the manner set forth first Realized Equity Value Date on Exhibit A, which is attached hereto and incorporated herein the Realized Equity Value equals or exceeds the Initial Buy-In Price multiplied by reference for all purposesfour. From and after each such date of vesting, if any, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares for which Optionee's rights have vested. (b) To the extent Optionee does not purchase all or any part of the Shares Units at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares Units not so purchased and such right shall continue until this Option terminates or expires. (c) If Optionee's employment by the Companies General Partner or the Partnership is terminated (i) for "cause" pursuant to the terms of an employment agreement between Optionee and the General Partner or the Partnership which defines termination for "cause" or (ii) if Optionee is not a party to an agreement described in clause (i), on account of fraud against or dishonesty or other acts which the Company or a Subsidiary or conviction Board has determined are materially detrimental to the interests of a felonythe Partnership, the Option shall automatically terminate as of the date of such termination of employmenttermination. (d) If Optionee's employment by the Companies General Partner or the Partnership is terminated voluntarily by Optionee or by action of the Companies General Partner or the Partnership for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within three months after such termination (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of SharesUnits, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's employment. For purposes of this subsection (d), if this Option shall not have fully vested as of the date of Optionee's termination of employment by action of the Companies for reasons other than as specified in subsection (c) (but not in the event of voluntary termination), then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number). (e) In the event of Optionee's termination of employment with the Companies by reason of death or disability (within the meaning of Section 22(e)(3) of the Code)disability, this Option shall remain outstanding and may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee (or the Optionee's legal guardian in the event one is appointed as a result of Optionee's disability), as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, Units that could be purchased were subject to purchase upon exercise of this Option at the date time of Optionee's such death or disability. For purposes of this subsection (e), if this Option shall not have fully vested as of the date of termination of Optionee's employment, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number).

Vesting of Right to Exercise Option. (a) Except as otherwise provided in this Agreement, the right to exercise this Option shall vest in as to 30% of the manner set forth total Shares which may be purchased hereunder (rounded to the nearest whole share) on Exhibit AJuly 1, 1998, shall vest with respect to an additional 20% of the total Shares which is attached hereto may be purchased hereunder (rounded to the nearest whole share) on July 1, 1999, shall vest with respect to an additional 16.66% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on July 1, 2000, shall vest with respect to an additional 16.67% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on July 1, 2001, and incorporated herein by reference for all purposesshall be fully vested on July 1, 2002. From and after each date of vesting, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares for which Optionee's rights have vested. (b) To the extent Optionee does not purchase all or any part of the Shares at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares not so purchased and such right shall continue until this Option terminates or expires. (c) If Optionee's employment by the Companies is terminated on account of fraud against or dishonesty or other acts which the Company or a Subsidiary or conviction Board has determined are materially detrimental to the interests of a felonythe Company, the Option shall automatically terminate as of the date of such termination of employmentand this Option, including any portion which has vested, shall be forfeited. (d) If Optionee's employment by the Companies is terminated terminates voluntarily by Optionee or by action of the Companies for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within three months 90 days after such termination (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's employment. . (e) In the event of Optionee's death or disability, this Option shall remain outstanding and may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee, as the case may be, but only (i) within the one-year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares that could be purchased upon exercise of this Option at the time of such death or disability. (f) For purposes of this subsection (d) and (e), if this Option shall not have fully vested as of the date of termination of Optionee's termination of employment by action of the Companies for reasons other than as specified in subsection (c) Company (but not in the event case of a voluntary termination)termination by Optionee) or as of the date of the Optionee's death or disability, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (or death or disability), determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest closest whole number). (eg) In Any provision of this Agreement to the event of Optionee's termination of employment with the Companies by reason of death or disability (within the meaning of Section 22(e)(3) of the Code)contrary notwithstanding, this Option shall automatically terminate and be of no further force or effect if Optionee fails to relocate his permanent residence and family to Austin, Texas at such time in 1997 as the Company may prescribe. Satisfaction of this requirement shall be exercised determined by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee (or the Optionee's legal guardian in the event one is appointed as a result of Optionee's disability), as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of Optionee's death or disability. For purposes of this subsection (e), if this Option shall not have fully vested as Chief Executive Officer of the date of termination of Optionee's employment, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number)Company.

Vesting of Right to Exercise Option. (a) Except as otherwise provided in this Agreement, the right to exercise this Option shall vest in on the manner set forth first Realized Equity Value Date on Exhibit A, which is attached hereto and incorporated herein the Realized Equity Value equals or exceeds the Initial Buy-In Price multiplied by reference for all purposesfive. From and after each such date of vesting, if any, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares for which Optionee's rights have vested. (b) To the extent Optionee does not purchase all or any part of the Shares Units at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares Units not so purchased and such right shall continue until this Option terminates or expires. (c) If Optionee's employment by the Companies General Partner or the Partnership is terminated (i) for "cause" pursuant to the terms of an employment agreement between Optionee and the General Partner or the Partnership which defines termination for "cause" or (ii) if Optionee is not a party to an agreement described in clause (i), on account of fraud against or dishonesty or other acts which the Company or a Subsidiary or conviction Board has determined are materially detrimental to the interests of a felonythe Partnership, the Option shall automatically terminate as of the date of such termination of employment.termination. 3 (d) If Optionee's employment by the Companies General Partner or the Partnership is terminated voluntarily by Optionee or by action of the Companies General Partner or the Partnership for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within three months after such termination (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of SharesUnits, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's employment. For purposes of this subsection (d), if this Option shall not have fully vested as of the date of Optionee's termination of employment by action of the Companies for reasons other than as specified in subsection (c) (but not in the event of voluntary termination), then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number). (e) In the event of Optionee's termination of employment with the Companies by reason of death or disability (within the meaning of Section 22(e)(3) of the Code)disability, this Option shall remain outstanding and may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee (or the Optionee's legal guardian in the event one is appointed as a result of Optionee's disability), as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, Units that could be purchased were subject to purchase upon exercise of this Option at the date time of Optionee's such death or disability. For purposes of this subsection (e), if this Option shall not have fully vested as of the date of termination of Optionee's employment, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number).

Vesting of Right to Exercise Option. (a) Except as otherwise provided in this Agreement, the right to exercise this Option shall vest in as to 30% of the manner set forth total Shares which may be purchased hereunder (rounded to the nearest whole share) on Exhibit AMarch 4, 1998, shall vest with respect to an additional 20% of the total 2 Shares which is attached hereto may be purchased hereunder (rounded to the nearest whole share) on March 4, 1999, shall vest with respect to an additional 16.66% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on March 4, 2000, shall vest with respect to an additional 16.67% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on March 4, 2001, and incorporated herein by reference for all purposesshall be fully vested on March 4, 2002. From and after each date of vesting, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares for which Optionee's rights have vested. (b) To the extent Optionee does not purchase all or any part of the Shares at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares not so purchased and such right shall continue until this Option terminates or expires. (c) If Optionee's employment by the Companies is terminated on account of fraud against or dishonesty or other acts which the Company or a Subsidiary or conviction Board has determined are materially detrimental to the interests of a felonythe Company, the Option shall automatically terminate as of the date of such termination of employmentand this Option, including any portion which has vested, shall be forfeited. (d) If Optionee's employment by the Companies is terminated terminates voluntarily by Optionee or by action of the Companies for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within three months 90 days after such termination (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's employment. . (e) In the event of Optionee's death or disability, this Option shall remain outstanding and may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee, as the case may be, but only (i) within the one-year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares that could be purchased upon exercise of this Option at the time of such death or disability. (f) For purposes of this subsection (d) and (e), if this Option shall not have fully vested as of the date of termination of Optionee's termination of employment by action of the Companies for reasons other than as specified in subsection (c) Company (but not in the event case of a voluntary termination)termination by Optionee) or as of the date of the Optionee's death or disability, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (or death or disability), determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest closest whole number). (e) In the event of Optionee's termination of employment with the Companies by reason of death or disability (within the meaning of Section 22(e)(3) of the Code), this Option may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee (or the Optionee's legal guardian in the event one is appointed as a result of Optionee's disability), as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of Optionee's death or disability. For purposes of this subsection (e), if this Option shall not have fully vested as of the date of termination of Optionee's employment, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number).

Vesting of Right to Exercise Option. (a) Except as otherwise provided in this Agreement, the right to exercise this Option is vested as to one- third of the total Shares which may be purchased hereunder (rounded to the 2 nearest whole share), shall vest in with respect to an additional one-third of the manner set forth total Shares which may be purchased hereunder (rounded to the nearest whole share) on Exhibit AMarch 31, which is attached hereto 1997 and incorporated herein by reference for all purposesshall be fully vested on March 31, 1998. From and after each date of vesting, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares for which Optionee's rights have vested. (b) To the extent Optionee does not purchase all or any part of the Shares at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares not so purchased and such right shall continue until this Option terminates or expires. (c) If Optionee's employment by the Companies is terminated on account of fraud against or dishonesty or other acts which the Company or a Subsidiary or conviction Board has determined are materially detrimental to the interests of a felonythe Company, the Option shall automatically terminate as of the date of such termination of employmenttermination. (d) If Optionee's employment by the Companies is terminated voluntarily by Optionee or by action of the Companies for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within three months after such termination (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee's employment. For purposes of this subsection (d), if this Option shall not have fully vested as of the date of Optionee's termination of employment by action of the Companies for reasons other than as specified in subsection (c) (but not in the event of voluntary termination), then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest whole number). (e) In the event of Optionee's termination of employment with the Companies by reason of death or disability (within the meaning of Section 22(e)(3) of the Code), this Option may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee (or the Optionee's legal guardian in the event one is appointed as a result of Optionee's disability), as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of Optionee's death or disability. For purposes of this subsection (e), if this Option shall not have fully vested as of the date of termination of Optionee's employment, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date and a denominator of 12, and rounding to the nearest closest whole number). (e) In the event of Optionee's death or disability, this Option shall remain outstanding and may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee, as the case may be, but only (i) within the one year period following the date of death or disability (if otherwise prior to the date of expiration of this Option), and not thereafter, and (ii) to purchase the number of Shares that were subject to purchase upon exercise of this Option at the time of such death or disability.