Vesting of Shares. (a) The Shares shall vest on January 3, 2024 (the “Vesting Date”) provided that the Grantee continues to serve as a member of the Board of Directors of the Company (the “Board”) through the Vesting Date, subject to the provisions of the Plan. Notwithstanding the foregoing, in the event that the Grantee resigns from the Board prior to the Vesting Date or is not re-elected as a director at the Company’s next annual meeting of stockholders, then, the Shares shall thereupon vest on a pro rata basis based on the number of days between the date hereof and the date of resignation or the date of the annual meeting of stockholders, as the case may be, in relation to three hundred sixty-five (365); provided, however, that the foregoing shall not be deemed to limit the Grantee’s right to receive all of the Shares in the event of the death or Permanent Disability of the Grantee or a Change of Control prior to the Vesting Date, as provided for in the Plan.
(b) In the event that the Shares vest on the Vesting Date (or earlier as provided for in Section 3(a)), the certificate representing the Shares shall be issued by the Company as soon as reasonably practicable thereafter. In the event that the Grantee does not continue to serve as a member of the Board through the Vesting Date, then, except as set forth in the Plan or as provided for in Section 3(a), the Grantee shall not be entitled to receive the Shares issuable on the Vesting Date, and this Agreement shall terminate and be of no further force or effect.
(c) The number of Shares issuable to the Grantee is subject to adjustment for any stock splits, reverse stock splits and other recapitalizations that take effect prior to the Vesting Date.
Vesting of Shares. Shares acquired pursuant to this Agreement shall become Vested Shares as provided in the Grant Notice. For purposes of determining the number of Vested Shares following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event.
Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reason.
Vesting of Shares. This Option shall be exercisable as it vests. Subject to the terms and conditions of this Agreement, this Option shall vest and become exercisable as to portions of the Shares as follows: (a) this Option shall not be exercisable with respect to any of the Shares until April 27, 2001 (the "First Vesting Date"); (b) if Optionee has continuously provided services to the Company, or any Parent or Subsidiary of the Company, then on the First Vesting Date, this Option shall become exercisable as to one-sixth (1/6th) of the Shares; and (c) thereafter this Option shall become exercisable as to an additional one thirty-sixth (1/36th) of the Shares per month thereafter, so that all of the Shares are fully vested after three years, provided that Optionee has continuously provided services to the Company, or any Parent or Subsidiary of the Company. This Option shall cease to vest upon Optionee's Termination and Optionee shall in no event be entitled under this Option to purchase a number of shares of the Company's Common Stock greater than the "Total Option Shares."
Vesting of Shares. The shares acquired hereunder shall vest in accordance with the provisions of this Section 9 and applicable provisions of the Plan, as follows: 25% percent of the Shares on January 26, 2007 and an additional 6.25% on each three months anniversary thereafter until January 26, 2010. Notwithstanding the foregoing, no shares shall vest on any vesting date specified above unless the undersigned is then, and since the date of grant has continuously been, employed by the Company or its subsidiaries.
Vesting of Shares. The option to purchase shares of Common Stock shall cumulatively vest and be exercisable for 1,334 shares of Common Stock on May 25, 2001, 1,333 shares of Common Stock on May 25, 2002 and 1,333 shares of Common Stock on May 25, 2003; provided, however, that the unvested portions of the Options shall vest and be exercisable immediately prior to any of the following transactions: (i) the closing of the Company's sale of all or substantially all of its assets or (ii) the acquisition of the Company by another entity by means of a merger or consolidation resulting in the exchange of the outstanding shares of Company's capital stock for securities or consideration issued or caused to be issued by the acquiring entity or its subsidiary or (iii) the acquisition from one or more of the shareholders of the Company of more than fifty percent (50%) of the Common Stock by a single person or group of persons acting together (collectively, a "Change in Control Transaction"); provided further, however, that if the Change in Control Transaction is with any person who is a holder of Common Stock on the date hereof, or an entity under the control of such person through stock ownership or otherwise, the unvested portion of the options shall not vest and the options shall remain in effect to vest in accordance with the vesting schedule set forth in this Section 3.
Vesting of Shares. (a) Unless earlier forfeited in accordance with Section 5(b)(i) or unless earlier vested in accordance with Section 5(b)(ii), Section 6(b), Section 6(c) or Section 6(d), the Participant’s right to receive shares pursuant to this Award Agreement, if any, shall vest on the last day of the Performance Cycle (with the number of shares, if any, based on the Committee’s determination that each Performance Goal has been met (as provided in Section 4)). As soon as administratively practicable, but in no event later than 70 days, after the close of the Performance Cycle, the Committee shall notify the Participant as required by Section 4 of the level at which the Performance Goals established for the Performance Cycle have been achieved.
(b) If the Participant’s Separation from Service date occurs prior to the close of the Performance Cycle and the occurrence of a vesting event described in Section 6(b), 6(c), or 6(d) (in connection with a Change in Control or a Sale of a Subsidiary), then the applicable of the following clauses shall apply with respect to the Target Shares subject to this Award Agreement:
Vesting of Shares. On the Effective Date all of the Shares will be Unvested Shares (the “Unvested Shares”). If Purchaser has continuously provided services to the Company, any Subsidiary or Parent of the Company at all times from the Effective Date to the date upon which any of the applicable “Performance Goals” set forth in the schedule below (the “Performance Based Vesting Schedule”) are achieved (such date the “Performance Date”), the “Number of Unvested Shares Becoming Vested Shares” on such Performance Date shall become Vested Shares upon written certification by the Committee that the corresponding “Performance Goal” as set forth in the Performance Based Vesting Schedule have been satisfied; provided that such Performance Date occurs on or prior to the last day of the applicable “Performance Period” specified in the Performance Based Vesting Schedule. The Committee shall make all such determinations with respect to the achievement and timing of the Performance Goal within the applicable Performance Period. Notwithstanding the foregoing, any Unvested Shares that do not become Vested Shares within the applicable Performance Period shall be forfeited and may be repurchased pursuant to Section 2.3 hereof. The closing price of the Company’s Common Stock on The NASDAQ Stock Market shall be greater than or equal to $6.00 per share (the “Per Share Target”)for 30 consecutive trading days. 05/31/2015 200,000 If the number of outstanding common shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then the number of Shares subject to this Agreement, the number of Shares, the Per Share Target and all other performance criteria set forth in this Section 2.2.1 will be equitably and proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided that fractions of a Share will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction of a Share or will be rounded up to the nearest whole Share, as determined by the Committee.
Vesting of Shares. 1. None of the Restricted Stock shall vest until , the third anniversary of the date hereof, at which time it shall vest in full.
2. Notwithstanding the foregoing, upon (i) the death or Disability of Grantee, or (ii) a Change in Control, all restrictions shall lapse and all Restricted Stock and Dividends shall thereafter be immediately transferable and non-forfeitable.
3. Upon the Restricted Stock becoming vested, such Shares shall be free of all restrictions provided for in this Section I.
