Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows:
Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows:
a. One third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date.
b. An additional one third (1/3) of the total Optioned Shares (rounded down for fractional shares) shall vest and that portion of the Stock Option shall become exercisable on the second anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date.
c. The remaining one third (1/3) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the third anniversary of the Date of Grant, provided the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. Notwithstanding the foregoing, if the Participant’s Termination of Service is due to death, Total and Permanent Disability, Retirement or by action of the Company without Cause (as defined in Section 4.b. below) at any time during the two year period beginning on a Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become fully vested and exercisable as of the Termination Date. In the event that (x) a Change in Control occurs, and (y) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own option for this Stock Option, then immediately prior to the effective date of such Change in Control, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisable.
Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, 100% of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the first anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date. In the event that a Change in Control occurs, then immediately prior to the effective date of such Change in Control the total Optioned Shares not previously vested shall thereupon immediately become vested and this Option shall become fully exercisable if not previously so exercisable.
Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and exercisable as follows:
a. Twenty-five percent (25%) of the total Optioned Shares shall be fully vested on the Date of Grant, provided the Participant is employed by (or, if the Participant is a Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date.
b. Twenty-five percent (25%) of the total Optioned Shares shall be fully vested on the first anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date.
c. An additional twenty-five percent (25%) of the total Optioned Shares shall be fully vested on the second anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date.
d. An additional twenty-five percent (25%) of the total Optioned Shares shall be shall be fully vested on the third anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the above, the Optioned Shares shall be fully vested automatically upon a Change in Control (as defined in Section 2.6 of the Plan) or upon the death of the Participant or the Total and Permanent Disability (as defined in Section 2.41 of the Plan) of the Participant, provided the Participant is still employed by the Company as of the date of one of such specified events.
Vesting; Time of Exercise. Except as specifically provided in this Agreement, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows:
a. One-third (1/3rd) of the total Optioned Shares (rounded down) shall vest and that portion of the Stock Option shall become exercisable on first anniversary of the Date of Grant, provided the Optionee is providing services (as an employee, outside director, or contractor) to the Company or a subsidiary on that date.
b. An additional one-third (1/3rd) of the total Optioned Shares (rounded down) shall vest and that portion of the Stock Option shall become exercisable on second anniversary of the Date of Grant, provided the Optionee is providing services (as an employee, outside director, or contractor) to the Company or a subsidiary on that date.
c. The remaining one-third (1/3rd) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on third anniversary of the Date of Grant, provided the Optionee is providing services (as an employee, outside director, or contractor) to the Company or a subsidiary on that date. Notwithstanding the foregoing, upon (i) the occurrence of a Change in Control (as defined below), or (ii) the Optionee’s termination of service by the Company without Cause (as defined below), then immediately prior to the effective date of such Change in Control or the date of such termination of service, as applicable, the total Optioned Shares not previously vested shall thereupon immediately become vested and this Stock Option shall become fully exercisable, if not previously so exercisable.
Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the SARs shall vest and become exercisable as follows:
a. Twenty percent (20%) of the total SARs (rounded down to the nearest whole share) shall vest and become exercisable on the first anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.
b. An additional twenty percent (20%) of the total SARs (rounded down to the nearest whole share) shall vest and become exercisable on the second anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.
c. An additional twenty percent (20%) of the total SARs (rounded down to the nearest whole share) shall vest and become exercisable on the third anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.
d. An additional twenty percent (20%) of the total SARs (rounded down to the nearest whole share) shall vest and become exercisable on the fourth anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.
e. The remaining total SARs shall vest and become exercisable on the fifth anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.
f. Notwithstanding the foregoing, in the event that (i) a Change in Control occurs or (ii) the Participant incurs a Termination of Service (A) due to his death or Total and Permanent Disability or (B) with the Company’s consent, for any reason other than for Cause, provided that such Termination of Service occurs at least three years following the Date of Grant, then immediately prior to the effective date of such Change in Control or Termination of Service, as applicable, the total SARs not previously vested shall thereupon immediately become fully vested and exercisable, if not previously so exercisable.
Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows:
a. of the total Optioned Shares shall vest and that portion of the Stock Option shall be exercisable on the Date of Grant.
b. of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on , provided the Participant is employed by (or, if the Participant is an Outside Director, is providing services to) the Company or a Subsidiary on that date.
c. of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on , provided the Participant is employed by (or, if the Participant is an Outside Director, is providing services to) the Company or a Subsidiary on that date.
d. In the event that (i) a Change in Control occurs, (ii) this Option Agreement is not assumed by the surviving corporation or its parent, and (iii) the surviving corporation or its parent does not substitute its own option for this Stock Option, then upon the effective date of such Change in Control the total Optioned Shares not previously vested shall thereupon immediately become fully vested and this Stock Option shall become fully exercisable, if not previously so exercisable.
Vesting; Time of Exercise. This ISO shall be exercisable according to the schedule set forth on Exhibit 5.1 attached hereto. Such schedule shall commence as of the date set forth in Item E above (the “Vesting Base Date”).
Vesting; Time of Exercise. Except as specifically provided in this Agreement, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows:
a. Twenty percent (20%) of the total Optioned Shares shall be vested and exercisable on the Date of Grant.
b. An additional twenty percent (20%) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on February 28, 2016, provided the Optionee is providing services to the Company on that date.
c. An additional twenty percent (20%) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on February 28, 2017, provided the Optionee is providing services to the Company on that date.
d. An additional twenty percent (20%) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on February 28, 2018, provided the Optionee is providing services to the Company on that date.
e. The remaining twenty percent (20%) of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on February 28, 2019, provided the Optionee is providing services to the Company on that date. Notwithstanding the foregoing, upon a Change in Control, (i) fifty percent (50%) of the then-unvested Optioned Shares immediately shall vest on the date of the Change in Control; and (ii) the remaining fifty percent (50%) of the then-unvested Optioned Shares shall vest on the earlier of (x) the original date such Optioned Shares would have vested under Sections 3.a.-e. above, or (y) on the first anniversary of the effective date of the Change in Control.
Vesting; Time of Exercise. (a) Except as specifically provided in this Agreement and Section 15.6 of the Plan, the Optioned Shares shall vest, and the Stock Option shall become exercisable, as follows:
i. percent (___%) of the total Optioned Shares shall vest, and that portion of the Stock Option shall become exercisable, [on the first anniversary of the Date of Grant], provided the Participant is employed by (or, if the Participant is a consultant or an Outside Director, is providing services to) the Company or a Subsidiary from the Date of Grant to that date.
ii. One and two-thirds percent (1 2/3%) of the total Optioned Shares shall vest, and that portion of the Stock Option shall become exercisable, on the last day of each month subsequent to [the first anniversary of the Date of Grant], through and including ____________, 200__, provided the Participant is employed by the Company or a Subsidiary from the Date of Grant to each such date.
iii. All of the Optioned Shares not previously vested shall immediately become fully vested, and this Stock Option shall become fully exercisable, if not previously exercisable, upon the effective date of the earliest to occur of the following: (i) a Change of Control, (ii) the Participant's Termination of Service by the Participant for Good Reason, (iii) the Participant's Termination of Service by the Company without Cause, or (iv) the Participant's Termination of Service due to the Participant's permanent disability or death in accordance with the terms of the Employment Agreement. For purposes of this Stock Option, "GOOD REASON," and "CAUSE" shall be EXHIBIT 10.18 given the same meanings assigned to such terms in the Employment Agreement, dated as of _____, 2004, by and between the Company and the Participant (the "EMPLOYMENT AGREEMENT").
