Vesting; Period of Exercise. (a) Subject to the earlier termination or cancellation of the Option as set forth herein, the Option shall vest and become exercisable as follows: (i) Prior to the third (3rd) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable; (ii) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one-third (1/3) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company has not terminated as of such anniversary; (iii) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of two-thirds (2/3) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company has not terminated as of such anniversary; and (iv) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one hundred percent of the Shares originally subject to the Option provided, that the Participant’s Employment with the Company has not terminated as of such anniversary. (v) Notwithstanding the foregoing, in the event of (x) the Participant’s death or Disability or (y) the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” For clarity, the Participant must be actively at work on the anniversary of the Date of the Grant, and this does not include any period of time during which the Participant’s Employment with the Company has being terminated and the Participant is receiving notice of termination pay or severance pay. (b) If the Participant’s Employment is terminated by the Company for Cause, the Option shall, whether or not vested, be automatically canceled without payment of consideration therefor. (c) If the Participant’s Employment with the Company terminates for any reason other than (x) Cause or (y) the Participant’s death or Disability, the Option shall, to the extent not previously vested, be automatically cancelled by the Company without payment of consideration therefor as of the last day of active work of the Participant, not including any period for which the Participant is receiving notice of termination pay or severance, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 2(d). (d) Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of (i) the ten-year anniversary of the Date of Grant and (ii) 90 days following the date upon which the Participant receives notice of the termination of the Participant’s Employment (other than a termination of Employment due to the Participant’s death or Disability). (e) Notwithstanding the foregoing, upon termination of Employment due to the Participant’s death or Disability, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of (i) the ten-year anniversary of the Date of Grant and (ii) twenty-four months following such termination of Employment.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (McJunkin Red Man Holding Corp), Nonqualified Stock Option Agreement (McJunkin Red Man Holding Corp)
Vesting; Period of Exercise. (a) Subject to the earlier termination or cancellation of the Option as set forth herein, the Option shall vest and become exercisable as follows:
(i) Prior to the third second (3rd2nd) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable;
(ii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one-fourth (1/4) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company or any of its Affiliates has not terminated as of such anniversary;
(iii) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one-third half (1/31/2) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company or any of its Affiliates has not terminated as of such anniversary;
(iiiiv) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of twothree-thirds fourths (2/33/4) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company or any of its Affiliates has not terminated as of such anniversary; and
(ivv) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one hundred percent of the Shares originally subject to the Option provided, that the Participant’s Employment with the Company or any of its Affiliates has not terminated as of such anniversary.
(vvi) Notwithstanding the foregoing, in the event of (x) the Participant’s death or Disability or (y) the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” For clarity, the Participant must be actively at work on the anniversary of the Date of the Grant, and this does not include any period of time during which the Participant’s Employment with the Company has being terminated and the Participant is receiving notice of termination pay or severance pay.”
(b) If the Participant’s Employment is terminated by the Company or an Affiliate for Cause, the Option shall, whether or not vested, be automatically canceled without payment of consideration therefor.
(c) If the Participant’s Employment with the Company or any of its Affiliates terminates for any reason other than (x) Cause or (y) the Participant’s death or Disability, the Option shall, to the extent not previously vested, be automatically cancelled canceled by the Company without payment of consideration therefor as of the last day of active work of the Participant, not including any period for which the Participant is receiving notice of termination pay or severancetherefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 2(d).
(d) Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of (i) the ten-year anniversary of the Date of Grant and (ii) 90 days following the date upon which the Participant receives notice of the termination of the Participant’s termination of Employment (other than a termination of Employment due to the Participant’s death or Disability).
(e) Notwithstanding the foregoing, upon termination of Employment due to the Participant’s death or Disability, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of (i) the ten-year anniversary of the Date of Grant and (ii) twenty-four months following such termination of Employment.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (South Texas Supply Company, Inc.), Nonqualified Stock Option Agreement (South Texas Supply Company, Inc.)
Vesting; Period of Exercise. (a) Subject to the earlier termination or cancellation of the Option as set forth herein, the Option shall vest and become exercisable as follows:
(i) Prior to the third (3rd) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable;
(ii) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one-third (1/3) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company has not terminated as of such anniversary;
(iii) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of two-thirds (2/3) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company has not terminated as of such anniversary; and
(iv) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one hundred percent of the Shares originally subject to the Option provided, that the Participant’s Employment with the Company has not terminated as of such anniversary.
(v) Notwithstanding the foregoing, in the event of (x) the Participant’s death or Disability or (y) the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” For clarity, the Participant must be actively at work on the anniversary of the Date of the Grant, and this does not include any period of time during which the Participant’s Employment with the Company has being terminated and the Participant is receiving notice of termination pay or severance pay.”
(b) If the Participant’s Employment is terminated by the Company for Cause, the Option shall, whether or not vested, be automatically canceled without payment of consideration therefor.
(c) If the Participant’s Employment with the Company terminates for any reason other than (x) Cause or (y) the Participant’s death or Disability, the Option shall, to the extent not previously vested, be automatically cancelled canceled by the Company without payment of consideration therefor as of the last day of active work of the Participant, not including any period for which the Participant is receiving notice of termination pay or severancetherefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 2(d).
(d) Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of (i) the ten-year anniversary of the Date of Grant and (ii) 90 days following the date upon which the Participant receives notice of the termination of the Participant’s termination of Employment (other than a termination of Employment due to the Participant’s death or Disability).
(e) Notwithstanding the foregoing, upon termination of Employment due to the Participant’s death or Disability, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of (i) the ten-year anniversary of the Date of Grant and (ii) twenty-four months following such termination of Employment.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (McJunkin Red Man Holding Corp)
Vesting; Period of Exercise. (a) Subject to the earlier termination or cancellation of the Option as set forth herein, the Option shall vest and become exercisable as follows:
(i) Prior to the third (3rd) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable;
(ii) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one-third (1/3) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company has not terminated as of such anniversary;
(iii) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of two-thirds (2/3) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company has not terminated as of such anniversary; and
(iv) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one hundred percent of the Shares originally subject to the Option providedOption, provided that the Participant’s Employment with the Company has not terminated as of such anniversary.
(v) Notwithstanding the foregoing, in the event of (x) the Participant’s death or Disability or (y) the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” For clarity, the Participant must be actively at work on the anniversary of the Date of the Grant, and this does not include any period of time during which the Participant’s Employment with the Company has being terminated and the Participant is receiving notice of termination pay or severance pay.”
(b) If the Participant’s Employment is terminated by the Company for Cause, the Option shall, whether or not vested, be automatically canceled without payment of consideration therefor.
(c) If the Participant’s Employment with the Company terminates for any reason other than (x) Cause or (y) the Participant’s death or Disability, the Option shall, to the extent not previously vested, be automatically cancelled canceled by the Company without payment of consideration therefor as of the last day of active work of the Participant, not including any period for which the Participant is receiving notice of termination pay or severancetherefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 2(d).
(d) Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to until the earliest to occur of (i) the ten-ten (10) year anniversary of the Date of Grant and (ii) 90 ninety (90) days following the date upon which the Participant receives notice of the termination of the Participant’s Employment (other than a termination of Employment due to Employment.
(d) If the Participant’s death or Disability).
(e) Notwithstanding Employment with the foregoing, upon termination of Employment Company terminates due to the Participant’s death or Disability, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of (i) the ten-ten (10) year anniversary of the Date of Grant and (ii) twenty-four (24) months following such termination of Employment.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (South Texas Supply Company, Inc.)
Vesting; Period of Exercise. (a) Subject to the earlier termination or cancellation of the Option as set forth herein, the Option shall vest and become exercisable as follows:
(i) Prior to the third second (3rd2nd) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable;
(ii) On and after the third second (3rd2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one-third fourth (1/31/4) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company has not terminated as of such anniversary;
(iii) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one-half (1/2) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company has not terminated as of such anniversary;
(iv) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of twothree-thirds fourths (2/33/4) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company has not terminated as of such anniversary; and
(ivv) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one hundred percent (100%) of the Shares originally subject to the Option providedOption, provided that the Participant’s Employment with the Company has not terminated as of such anniversary.
(vvi) Notwithstanding the foregoing, in the event that the Participant’s Employment is terminated (A) by the Company other than for Cause or Disability (as each is defined in the Employment Agreement), (B) by the Executive for Good Reason (as defined in the Employment Agreement) or (C) by reason of the Executive’s death or Disability, the Option shall, to the extent not then vested, become vested as follows: if termination occurs during the first two (2) years of employment, a pro-rata portion of 1/4 of the Shares subject to the Option will vest, such pro-rata portion to be determined based on the number of months worked since the date of grant divided by twenty four (24), and if termination occurs during the third (3rd), fourth (4th) or fifth (5th) years of employment, a pro-rata portion of 1/4 of the Shares subject to the Option will vest, such pro-rata portion to be determined based on the number of months worked since the previous vesting date divided by twelve (12).
(vii) Notwithstanding the foregoing, in the event of (x) the Participant’s death or Disability or (y) the occurrence of a TransactionChange in Control (as defined in the Employment Agreement), the Option shall, to the extent not then vested, automatically become fully vested and exercisable. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” For clarity, the Participant must be actively at work on the anniversary of the Date of the Grant, and this does not include any period of time during which the Participant’s Employment with the Company has being terminated and the Participant is receiving notice of termination pay or severance pay.”
(b) If the Participant’s Employment is terminated by the Company for Cause, the Option shall, whether or not vested, be automatically canceled without payment of consideration therefor.
(c) If the Participant’s Employment with the Company terminates for any reason other than (xA) by the Company for Cause or Disability, or (yB) by reason of the Participant’s death or Disability, the Option shall, to the extent not previously vested, be automatically cancelled canceled by the Company without payment of consideration therefor as of the last day of active work of the Participant, not including any period for which the Participant is receiving notice of termination pay or severancetherefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 2(d).
(d) Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to until the earliest to occur of (iA) the ten-ten (10) year anniversary of the Date of Grant and (iiB) 90 ninety (90) days following the date upon which the Participant receives notice of the termination of the Participant’s Employment (other than a termination of Employment due to Employment.
(d) If the Participant’s death or Disability).
(e) Notwithstanding Employment with the foregoing, upon termination of Employment Company is terminated due to the Participant’s death or Disability, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of (iA) the ten-ten (10) year anniversary of the Date of Grant and (iiB) twenty-four (24) months following such termination of Employment.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (McJunkin Red Man Holding Corp)
Vesting; Period of Exercise. (a) Subject to the earlier termination or cancellation of the Option as set forth herein, the Option shall vest and become exercisable as follows:
(i) Prior to the third second (3rd2nd) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable;
(ii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one-fourth (1/4) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company or any of its Affiliates has not terminated as of such anniversary;
(iii) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one-third half (1/31/2) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company or any of its Affiliates has not terminated as of such anniversary;
(iiiiv) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of twothree-thirds fourths (2/33/4) of the Shares originally subject to the Option, provided that the Participant’s Employment with the Company or any of its Affiliates has not terminated as of such anniversary; and
(ivv) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one hundred percent of the Shares originally subject to the Option provided, that the Participant’s Employment with the Company or any of its Affiliates has not terminated as of such anniversary.
(vvi) Notwithstanding the foregoing, in the event of (x) the Participant’s death or Disability or (y) the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.” For clarity, the Participant must be actively at work on the anniversary of the Date of the Grant, and this does not include any period of time during which the Participant’s Employment with the Company has being terminated and the Participant is receiving notice of termination pay or severance pay.”
(b) If the Participant’s Employment is terminated by the Company or an Affiliate for Cause, the Option shall, whether or not vested, be automatically canceled without payment of consideration therefor.
(c) If the Participant’s Employment with the Company or any of its Affiliates terminates for any reason other than (x) Cause or (y) the Participant’s death or Disability, the Option shall, to the extent not previously vested, be automatically cancelled canceled by the Company without payment of consideration therefor as of the last day of active work of the Participant, not including any period for which the Participant is receiving notice of termination pay or severancetherefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 2(d).
(d) Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of (i) the ten-year anniversary of the Date of Grant and (ii) 90 days following the date upon which the Participant receives notice of the termination of the Participant’s termination of Employment (other than a termination of Employment due to the Participant’s death or Disability).
(e) Notwithstanding the foregoing, upon termination of Employment due to the Participant’s death or Disability, the Participant or the Participant’s executor or administrator, or the person or persons to whom the Participant’s right under this Agreement shall pass by will or by the laws of descent and distribution as the case may be may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of (i) the ten-year anniversary of the Date of Grant and (ii) twenty-four months following such termination of Employment.
(f) Unless the Option is exercised on the day the Option expires or within a period of five (5) business days in advance of the day the Option expires, the Participant is not permitted to exercise the Option while having inside information (voorwetenschap) as defined in Section 5:53 of the Dutch Act on the Financial Supervision, to the extent that Dutch law is applicable.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (South Texas Supply Company, Inc.)