Common use of Vesting of the Option Clause in Contracts

Vesting of the Option. (a) Subject to Section 4 below and the other terms and conditions of this Grant Agreement and the Plan, this Option shall vest and become exercisable on the following dates, if the Employee has remained continuously employed by the Employer from the Date of Grant through the vesting date; provided, however, that the Option shall vest and become immediately exercisable in full (i) immediately prior to the effectiveness of a Change in Control if the Employee is employed by the Employer as of such date or (ii) upon the Employee’s Termination of Service (as defined below) due to the Employee’s death or Permanent Disability (as defined in the Employment Agreement): First Anniversary of Date of Grant 33 1/3 % Second Anniversary of Date of Grant 33 1/3 % Third Anniversary of Date of Grant 33 1/3 % The exercisability of the Option is cumulative, but shall not exceed 100% of the shares subject to the Option. If the foregoing schedule would produce fractional shares, the number of shares for which the Option becomes exercisable shall be rounded down to the nearest whole share. (b) In the event of the Employee’s Termination of Service for Good Reason (as defined in the Employment Agreement) or not for Cause (as defined in the Employment Agreement) prior to a Change in Control (as defined in the Employment Agreement) and Employee executes (and does not revoke) a Release (as defined in the Employment Agreement), (i) the vested portion of the Option as of the termination date shall remain exercisable until the earlier of the first anniversary of the termination date or the expiration of the Option term and (ii) the unvested portion of the Option as of the termination date shall continue to vest as if Employee had remained employed by the Employer through the first anniversary of the termination date and any portion of the Option that vests during the one-year period following the termination date shall remain exercisable until the earlier of the one-year period following the applicable vesting date or the expiration of the Option term. (d) Unless otherwise provided by the Committee, all amounts receivable in connection with any adjustments to the Company Stock under Section 5(d) of the 2007 Plan shall be subject to the vesting schedule in this Section 3.

Vesting of the Option. (a) Subject to Section 4 below and the other terms and conditions of this Grant Agreement and the Plan, this Option shall vest and become exercisable on the following dates, dates if the Employee has remained continuously employed by the Employer from the Date of Grant through the vesting date; provided, however, that the Option shall vest and become immediately exercisable in full (i) immediately prior to the effectiveness of a Change in Control if the Employee is employed by the Employer as of such date or (ii) upon the Employee’s Termination of Service (as defined below) due to the Employee’s death or Permanent Disability (as defined in the Employment Agreement): ). First Anniversary of Date of Grant 33 1/3 % Second Anniversary of Date of Grant 33 1/3 % Third Anniversary of Date of Grant 33 1/3 % The exercisability of the Option is cumulative, but shall not exceed 100% of the shares subject to the Option. If the foregoing schedule would produce fractional shares, the number of shares for which the Option becomes exercisable shall be rounded down to the nearest whole share. (b) In addition to the foregoing, in the event of the Employee’s Termination of Service for Good Reason (as defined in the Employment Agreement) or not for Cause (as defined in the Employment Agreement) prior to a Change in Control (as defined in the Employment Agreement) and ), so long as the Employee executes (and does not revoke) a Release (as defined in the Employment Agreement), (i) the vested portion of the Option as of the termination date shall remain exercisable until the earlier of the first anniversary of the termination date or the expiration of the Option term and (ii) then the unvested portion of the Option as of the termination date of such Termination of Service, shall continue to vest as if the Employee had remained employed by the Employer through the first anniversary of the such termination date and any portion of the Option that vests during the one-year period following the termination date shall remain exercisable until the earlier of the one-year period following the applicable vesting date or the expiration of the Option termdate. (dc) Unless otherwise provided by the Committee, all amounts receivable in connection with any adjustments to the Company Stock under Section 5(d) of the 2007 Plan shall be subject to the vesting schedule in this Section 3.

Vesting of the Option. Subject to the earlier expiration or termination of this Option in accordance with its terms, the Options granted under this Option Agreement will become vested as follows: (a) Subject The Options will become vested with respect to Section 4 below and twenty percent (20%) of the other terms and conditions of this Grant Agreement and the Plan, this Option shall vest and become exercisable underlying Class A Units on the following datesfirst (1st) anniversary of the Grant Date, if provided Employee remains in the Employee has remained continuously employed by the Employer continuous service of GreenSky from the Grant Date through such date. (b) The Options will become vested with respect to an additional twenty percent (20%) of the underlying Class A Units on the second (2nd) anniversary of the Grant Date, provided Employee remains in the continuous service of GreenSky from the Grant Date through such date. (c) The Options will become vested with respect to an additional twenty percent (20%) of the vesting underlying Class A Units on the third (3rd) anniversary of the Grant Date, provided Employee remains in the continuous service of GreenSky from the Grant Date through such date; provided. (d) The Options will become vested with respect to an additional twenty percent (20%) of the underlying Class A Units on the fourth (4th) anniversary of the Grant Date, however, that provided Employee remains in the Option shall vest and continuous service of GreenSky from the Grant Date through such date. (e) The Options will become immediately exercisable in full (i) immediately prior vested with respect to the effectiveness final twenty percent (20%) of the underlying Class A Units on the fifth (5th) anniversary of the Grant Date, provided Employee remains in the continuous service of GreenSky from the Grant Date through such date. Notwithstanding the foregoing, the Options will become vested with respect to one hundred percent (100%) of the underlying Class A Units on a Change in Control if Sale of the Employee is employed by the Employer as of such date or (ii) upon the Employee’s Termination of Service (as defined below) due to the Employee’s death or Permanent Disability Business (as defined in the Employment Agreement): First Anniversary of Date of Grant 33 1/3 % Second Anniversary of Date of Grant 33 1/3 % Third Anniversary of Date of Grant 33 1/3 % The exercisability of the Option is cumulative, but shall not exceed 100% of the shares subject to the Option. If the foregoing schedule would produce fractional shares, the number of shares for which the Option becomes exercisable shall be rounded down to the nearest whole share. (b) In the event of the Employee’s Termination of Service for Good Reason (as defined in the Employment Agreement) or not for Cause (as defined in the Employment Agreement) prior to a Change in Control (as defined in the Employment Agreement) and Employee executes (and does not revoke) a Release (as defined in the Employment Operating Agreement), to the extent not previously vested, provided (i) Employee remains in the vested portion continuous service of GreenSky from the Grant Date until the Sale of the Option as Business or the termination of the termination date shall remain exercisable until Options in connection with the earlier Sale of the first anniversary of the termination date or the expiration of the Option term Business, and (ii) to the unvested portion extent requested by the Company, Employee agrees to continue working for the Company for ninety (90) days following the Sale of the Option Business on no less favorable terms and conditions as of the termination date shall continue to vest as if Employee had remained employed by the Employer through the first anniversary of the termination date and any portion of the Option that vests during the one-year period following the termination date shall remain exercisable until the earlier of the one-year period following the applicable vesting date or the expiration of the Option termin effect prior thereto. (d) Unless otherwise provided by the Committee, all amounts receivable in connection with any adjustments to the Company Stock under Section 5(d) of the 2007 Plan shall be subject to the vesting schedule in this Section 3.

Vesting of the Option. Subject to the earlier expiration or termination of this Option in accordance with its terms, the Options granted under this Option Agreement will become vested as follows: (a) Subject The Options will become vested with respect to Section 4 below and twenty percent (20%) of the other terms and conditions of this Grant Agreement and the Plan, this Option shall vest and become exercisable underlying Class A Units on the following datesfirst (1st) anniversary of the Grant Date, if provided Employee remains in the Employee has remained continuously employed by continuous service of the Employer Company from the Grant Date through such date. (b) The Options will become vested with respect to an additional twenty percent (20%) of the underlying Class A Units on the second (2nd) anniversary of the Grant Date, provided Employee remains in the continuous service of the Company from the Grant Date through such date. (c) The Options will become vested with respect to an additional twenty percent (20%) of the vesting underlying Class A Units on the third (3rd) anniversary of the Grant Date, provided Employee remains in the continuous service of the Company from the Grant Date through such date; provided. (d) The Options will become vested with respect to an additional twenty percent (20%) of the underlying Class A Units on the fourth (4th) anniversary of the Grant Date, however, that provided Employee remains in the Option shall vest and continuous service of the Company from the Grant Date through such date. (e) The Options will become immediately exercisable in full (i) immediately prior vested with respect to the effectiveness final twenty percent (20%) of the underlying Class A Units on the fifth (5th) anniversary of the Grant Date, provided Employee remains in the continuous service of the Company from the Grant Date through such date. Notwithstanding the foregoing, the Options will become vested with respect to one hundred percent (100%) of the underlying Class A Units on a Change in Control if Sale of the Employee is employed by the Employer as of such date or (ii) upon the Employee’s Termination of Service (as defined below) due to the Employee’s death or Permanent Disability Business (as defined in the Employment Agreement): First Anniversary of Date of Grant 33 1/3 % Second Anniversary of Date of Grant 33 1/3 % Third Anniversary of Date of Grant 33 1/3 % The exercisability of the Option is cumulative, but shall not exceed 100% of the shares subject to the Option. If the foregoing schedule would produce fractional shares, the number of shares for which the Option becomes exercisable shall be rounded down to the nearest whole share. (b) In the event of the Employee’s Termination of Service for Good Reason (as defined in the Employment Agreement) or not for Cause (as defined in the Employment Agreement) prior to a Change in Control (as defined in the Employment Agreement) and Employee executes (and does not revoke) a Release (as defined in the Employment Operating Agreement), to the extent not previously vested, provided (i) Employee remains in the vested portion continuous service of the Option as Company from the Grant Date until the Sale of the Business or the termination date shall remain exercisable until the earlier of the first anniversary Options in connection with the Sale of the termination date or the expiration of the Option term Business, and (ii) to the unvested portion extent requested by the Company, Employee agrees to continue working for the Company for ninety (90) days following the Sale of the Option Business on no less favorable terms and conditions as of the termination date shall continue to vest as if Employee had remained employed by the Employer through the first anniversary of the termination date and any portion of the Option that vests during the one-year period following the termination date shall remain exercisable until the earlier of the one-year period following the applicable vesting date or the expiration of the Option termin effect prior thereto. (d) Unless otherwise provided by the Committee, all amounts receivable in connection with any adjustments to the Company Stock under Section 5(d) of the 2007 Plan shall be subject to the vesting schedule in this Section 3.

Vesting of the Option. Subject to the earlier expiration or termination of this Option in accordance with its terms, the Options granted under this Option Agreement will be vested and exercisable as follows: (a) Subject to Section 4 below 25% of the Initial Options will become vested and the other terms and conditions of this Grant Agreement and the Plan, this Option shall vest and become exercisable on the following datesfirst, if second, third and fourth anniversaries of the Employee has remained continuously employed by Grant Date, until the Employer from the Date of Grant through the vesting date; provided, however, that the Option shall vest Initial Options are vested and become immediately exercisable in full (i) immediately prior to the effectiveness of a Change in Control if the Employee is employed by the Employer as of such date or (ii) upon the Employee’s Termination of Service (as defined below) due to the Employee’s death or Permanent Disability (as defined full, provided Executive remains in the Employment Agreement): First Anniversary continuous employ of Date of Grant 33 1/3 % Second Anniversary of Date of Grant 33 1/3 % Third Anniversary of Date of Grant 33 1/3 % The exercisability of the Option is cumulative, but shall not exceed 100% of the shares subject to the Option. If the foregoing schedule would produce fractional shares, the number of shares for which the Option becomes exercisable shall be rounded down to the nearest whole sharePRGX through such date(s). (b) In the event 50% of the Employee’s Termination One-Time Options will become vested and exercisable on each of Service for Good Reason (as defined the second and fourth anniversaries of the Grant Date, until the One-Time Options are vested and exercisable in full, provided Executive remains in the Employment Agreementcontinuous employ of PRGX through such date(s). (c) or not for Cause (as defined in Notwithstanding the Employment Agreement) prior to foregoing, 100% of all the outstanding unvested Options will become vested and exercisable on a Change in Control (as defined in the Employment Agreement) to the extent not previously vested and Employee executes exercisable, provided Executive remains in the continuous employ of PRGX until the Change in Control. (and does not revoked) Upon a Release termination of Executive’s employment by PRGX without Cause, by Executive for Good Reason, by Executive upon PRGX’s failure to renew the Employment Agreement or on Executive’s Incapacity (as defined in the Employment Agreement) or death (as set forth in the Employment Agreement), the outstanding unvested Options will become vested and exercisable upon such termination to the extent such Options would have become vested and exercisable based solely on the continued employment of Executive through the next anniversary of the Grant Date immediately following the termination of Executive’s employment. (e) The Compensation Committee of the Board of Directors of PRGX (the “Compensation Committee”) may, in its sole discretion, accelerate the vesting and exercisability of all or a portion of the Options without regard to whether the requirements for vesting and exercisability thereof in subparagraphs 3(a), (ib), (c) the vested portion of the Option as of the termination date shall remain exercisable until the earlier of the first anniversary of the termination date or the expiration of the Option term and (ii) the unvested portion of the Option as of the termination date shall continue to vest as if Employee had remained employed by the Employer through the first anniversary of the termination date and any portion of the Option that vests during the one-year period following the termination date shall remain exercisable until the earlier of the one-year period following the applicable vesting date or the expiration of the Option term. (d) Unless otherwise provided by the Committee, all amounts receivable in connection with any adjustments to the Company Stock under Section 5(d) of the 2007 Plan shall be subject to the vesting schedule in this Section 3have been met.