Common use of Vesting; Time of Exercise Clause in Contracts

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 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 GrantXxxxx, 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 due to his (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 Retirement 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 (including, without limitation, Articles 8 and 9 of the Plan), the SARs Optioned Shares shall vest be vested and become the Stock Option shall be exercisable as follows: a. Twenty percent (20%) of the total SARs (rounded down to the nearest whole share) Optioned Shares shall vest and become that portion of the Stock Option shall be exercisable on the first anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor Consultant 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) Optioned 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 is employed by (or, if the Participant is a Contractor Consultant 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) 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 is employed by (or, if the Participant is a Contractor Consultant 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) Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the fourth anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date. e. The remaining An additional twenty percent (20%) of the total SARs Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the fifth anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor Consultant 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 Grantoccurs, then immediately prior to upon the effective date of such Change in Control or Termination of Service, as applicableControl, the total SARs 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. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan (including, without limitation, Articles 8 and 9 of the Plan), the SARs Optioned Shares shall vest be vested and become the Stock Option shall be exercisable as follows: a. Twenty percent (20%) of the total SARs (rounded down to the nearest whole share) Optioned Shares shall vest and become that portion of the Stock Option shall be exercisable on the first anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor Consultant 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) Optioned 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 is employed by (or, if the Participant is a Contractor Consultant 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) 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 is employed by (or, if the Participant is a Contractor Consultant 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) Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the fourth anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date. e. The remaining An additional twenty percent (20%) of the total SARs Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the fifth anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor Consultant 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 (including, without limitation, Articles 8 and 9 of the Plan), the SARs Optioned Shares shall vest be vested and become the Stock Option shall be exercisable as follows: a. Twenty percent (20%) of the total SARs (rounded down to the nearest whole share) Optioned Shares shall vest and become that portion of the Stock Option shall be exercisable on the first anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor Consultant 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) Optioned 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 is employed by (or, if the Participant is a Contractor Consultant 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) 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 is employed by (or, if the Participant is a Contractor Consultant 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) Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the fourth anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date. e. The remaining An additional twenty percent (20%) of the total SARs Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on the fifth anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Contractor Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on that date. f. Notwithstanding . Except as otherwise provided in Section 5 of this Agreement, vesting of the foregoingOption Shares shall continue as if the Participant was still employed or on the Board of Directors of the Company (the "BOARD") even after his Termination of Service (including, termination of his employment and resignation from, removal from or failure to be reelected to the Board); provided, however, that 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 Grantoccurs, then immediately prior to upon the effective date of such Change in Control or Termination of Service, as applicableControl, the total SARs Optioned Shares not previously vested shall thereupon immediately become fully vested and this Stock Option shall become fully exercisable, if not previously so exercisable.