(e) Subject to Section 3(g), 50% of the shares of Common Stock subject to the Option shall vest and become exercisable as follows (the Time-Vesting Portion): 12.5% of the shares of Common Stock subject to the Option vests one year after the Grant Date; and 3.125% of the shares of Common Stock subject to the Option vests on the first day of each calendar quarter thereafter for a period of three (3) years; provided, however, that the Participant has not experienced a Termination prior to each applicable vesting date. There shall be no proportionate or partial vesting in the periods prior to each vesting date. Notwithstanding anything to the contrary in this Agreement or in the Plan, if there has not been a Termination or expiration of the Option prior to a Change in Control, all shares of Common Stock subject to the Time-Vesting Portion, not previously vested, shall become fully vested and exercisable as of such date of the Change in Control.
(f) To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option in accordance with the Plan. Notwithstanding the foregoing, the Participant may not exercise the Option unless the offering of shares of Common Stock issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise the Option if the Committee determines in its reasonable discretion that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations.
(g) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must:
(i) execute and deliver to the Company a properly completed notice of exercise in the form provided to you by the Company.
(ii) execute and deliver such other documentation as required by the Committee (including, without limitation, the Operating Agreement, any equityholders or other agreement, or a joinder and counterparts thereof) which may set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to shares, and such other terms or restrictions as the Board or Committee may from time to time establish, including any drag along rights, tag along rights, transfer restrictions and registration rights, and
(iii) remit the aggregate Exercise Price to the Company in full, payable (A) in cash or by check, bank draft or money order payable to the order of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee.
(h) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (i) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (ii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.