Exercisability of Option Contract Clauses (240)

Exercisability of Option. (a) Subject to the terms of this Section 2, the Option shall become vested according to the following schedule (each a "Vesting Date"), provided that the Participant continues to be employed by, or provide service to, the Employer from the Date of Grant until the applicable Vesting Date. VESTING DATE VESTING AMOUNT (b) The vesting and exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the terms set forth on in Section 2(a) would produce ...fractional Shares, the number of Shares for which the Option becomes vested and exercisable shall be rounded down to the nearest whole Share and the fractional Shares will be accumulated so that the resulting whole Shares will be included in the number of Shares for which the Option becomes vested and exercisable on the last Vesting Date. (c) Except as otherwise provided in a written employment agreement or severance agreement entered into by and between the Participant and the Employer, in the event of a Change of Control before the Option is fully vested and exercisable, the provisions of the Plan applicable to a Change of Control shall apply to the Option, and, in the event of a Change of Control, the Committee may take such actions with respect to the vesting and exercisability of the Option as it deems appropriate pursuant to the Plan. View More

Exercisability of Option. Subject to the terms and conditions set forth in this Option Agreement and the Plan, the Option shall become exercisable in installments on the dates set forth in the Grant Detail. Notwithstanding the foregoing if within a period of two (2) years from the date of a Change of Control (as defined in the Plan), that is not a Corporate Transaction (as defined in the Plan) where outstanding options are terminated or cashed out in accordance with Paragraph 25(b) of the Plan, the Employee is terminated... by the Company other than for Cause or has left the Company for Good Reason (as defined below), then upon such termination date this Option shall become fully vested and immediately exercisable unless this Option prior to such termination date has otherwise expired or been terminated pursuant to this Agreement or the terms of the Plan. "Good Reason" shall mean the occurrence of one or more of the following without the Employee's consent: (i) a change in the principal location at which the Employee 1 performs his duties for the Company to a new location that is at least forty (40) miles from the prior location; (ii) a material change in the Employee's authority, functions, duties or responsibilities as an Employee of or Consultant to the Company, which would cause the Employee's position with the Company to become of less responsibility, importance or scope than the highest position held by the Employee immediately prior to the Change of Control, provided, however, that such material change is not in connection with the termination of the Employee's service by the Company for Cause or by reason of death or Disability and further provided that it shall not be considered a material change if the Company becomes a subsidiary of another entity and the Employee continues to hold a position in the subsidiary that is at least as high (in both title and scope of responsibilities) as the highest position held by the Employee with the Company at any time from the Date of Grant to immediately prior to the Change of Control; (iii) a material reduction in the Employee's annual base salary or fee; or (iv) a material reduction in the Employee's target annual bonus as compared to the target annual bonus set for the previous fiscal year; provided that any definition in an agreement between the Employee and the Company or an Affiliate, which contains a conflicting definition of "Good Reason" for termination and which is in effect at the time of such termination, shall supersede the above definition with respect to that Employee. The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan. View More

Exercisability of Option. The Option shall vest and become exercisable during its term in accordance with the Exercise/Vesting Schedule as set forth above and with and subject to the applicable provisions of the Plan and this Agreement. The Option may be exercised only to the extent the Option is exercisable and vested, and, subject to Section 6.5 of the Plan, during the Optionee's lifetime, only by the Optionee. In no event may the Optionee exercise the Option after the Expiration Date as provided above.

Exercisability of Option. (a) Except as otherwise provided in this Section 2 or in the Plan, the Option shall vest and become exercisable as follows: (i) The Option shall vest and become exercisable with respect to fifty percent (50%) of the Shares underlying the Option in three (3) equal installments on each of the first three (3) anniversaries of the Date of Grant, subject to Original Grantee's continued Service through each such vesting date; and (ii) The Option shall vest and become exercisable with respect to the re...maining fifty percent (50%) of the Shares underlying the Option (the "Performance Options") subject to achievement of the following conditions: the Performance Options shall vest and become exercisable in three (3) equal installments on each of June 30, 2021, June 30, 2022, and June 30, 2023 (each, a "Performance-Vesting Date"), in each case subject to (x) Original Grantee's continued Service through such Performance-Vesting Date, and (y) the achievement of quantitative and/or subjective performance goals, as applicable, for the fiscal year of the Company ending on such Performance-Vesting Date, such performance goals to be established by the Committee following the commencement of the applicable fiscal year (which may include, without limitation, performance goals based on the Company's EBITDA, revenue or earnings (or growth in revenue or earnings), or appreciation in Share price (on a relative or absolute basis)); provided, that the determination of whether such performance goals have been achieved shall be made by the Committee in its good faith discretion, and, if the Committee determines that at least eighty percent (80%) of the performance goals for the applicable fiscal year have been achieved, the Committee may determine in its sole discretion that the portion of the Option eligible to vest on the applicable Performance-Vesting Date shall vest on a prorated basis based on the Committee's evaluation of the performance so achieved. Any portion of the Option eligible to vest on a Performance-Vesting Date that does not so vest in accordance with the foregoing shall terminate and be forfeited for no consideration. (b) Upon the occurrence of a Change of Control following the Date of Grant, any then-outstanding and unvested portion of the Option shall immediately vest, subject to Original Grantee's continued Service as of immediately prior to the Change of Control. (c) Any portion of the Option that has not vested on Original Grantee's termination of Service as provided in Section 2(a) or (b) above shall immediately terminate and be forfeited on the date of such termination for no consideration. Notwithstanding anything to the contrary in this Agreement, if Original Grantee's Service is terminated for Cause (as defined below), the Option shall immediately terminate and be forfeited for no consideration (regardless of whether the Option, or any portion thereof, is then vested or unvested). If Original Grantee is party to an employment or severance agreement with the Company that contains a definition of "cause" for termination of employment, for the purposes of this Agreement, "Cause" shall have the meaning ascribed to such term in such agreement. Otherwise, for the purposes of this Agreement, the term "Cause" shall mean, with respect to the termination of Original Grantee's employment, termination of such employment by the Company for any of the following reasons, as determined by the Committee: (i) any material act or omission by Original Grantee involving malfeasance or gross negligence in the performance of Original Grantee's duties to, or material deviation from, any of the provisions of the Employee Handbook or Code of Business Conduct and Ethics, or policies or directives of, the Company; (ii) the conviction of Original Grantee of, or plea of guilty or nolo contendere to, any felony or any other crime involving moral turpitude, whether or not relating to Original Grantee's employment; (iii) fraud, embezzlement, theft or dishonesty by Original Grantee against the Company; or (iv) violation of any applicable written proprietary information, confidentiality, non-competition and/or non-solicitation agreements with the Company. View More

Exercisability of Option. Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become vested and exercisable as set forth in the Stock Option Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan. Notwithstanding the foregoing, in the event of a Change of Control (as defined below), 100% of the Shares which would have vested in each vesting installment remaining under this Option will be vested and exercisable for purposes of ...Section 24(b) of the Plan unless this Option has otherwise expired or been terminated pursuant to its terms or the terms of the Plan. Change of Control means the occurrence of any of the following events: (i) Ownership. Any "Person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities (excluding for this purpose any such voting securities held by the Company or its Affiliates or any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; or (ii) Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the sale or disposition by the Company of all or substantially all of the Company's assets in a transaction requiring stockholder approval; or (iii) Change in Board Composition. A change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of March __, 2011, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company). (iv) "Change of Control" shall be interpreted, if applicable, in a manner, and limited to the extent necessary, so that it will not cause adverse tax consequences under Section 409A. View More

Exercisability of Option. Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become exercisable as set forth in the Stock Option Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan.

Exercisability of Option. (a) General. The Option shall become exercisable in the manner provided below, if the Grantee continues to be Employed by the Employer (as defined in Paragraph 9) through the applicable date. For this purpose, the term "Shares" refers to the number of shares of Common Stock underlying the Option that vests in the manner described under Vest Type and Vesting Requirements. The term "Vest Type" describes how the Option covering the Shares vest. The term "Full Vest Date" summarizes the vesting requi...rements further described in Paragraph 2(b) below. Time of Exercise. The Option may be exercised after the time or times set forth below, and shall remain exercisable until the expiration time provided for in Section 3, when the right to exercise shall terminate absolutely: (i) ____% of the Shares in the aggregate subject to the Option may be purchased on or after_______; (ii) ____% of the Shares in the aggregate subject to the Option may be purchased on or after_______; (iii) ____% of the Shares in the aggregate subject to the Option may be purchased on or after_______; and (iv) ____% of the Shares in the aggregate subject to the Option may be purchased on or after ________. There is no pro rata vesting of Shares for service prior to or between the applicable calendar dates. (b) Vesting Requirements. The Option may be exercised only for whole Shares that have vested (i.e., not any fractional Shares). US_ACTIVE-114320138.2-EPBROMLE (c) Changes in Capitalizations. The number of Option Shares, the Exercise Price and/or the kind of Company capital stock subject to the Option shall be proportionately adjusted for nonreciprocal transactions between the Company and the holders of capital stock of the Company that cause the per share value of the shares of Company Stock underlying the Option to change, such as an extraordinary stock dividend or other distribution, recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution, or other similar corporate transaction or event (each, a "Nonreciprocal Transaction") in such manner as the Compensation Committee of the Board of Directors of the Company (the "Committee") shall determine but, to the extent practicable, without either enlarging or diminishing the rights and benefits of the Grantee under the Option. Any fractional share resulting from any such adjustment may be rounded down to the nearest whole share. View More

Exercisability of Option. The Option will become vested and exercisable in accordance with the schedule set forth on the Award Notice.

Exercisability of Option. The option shall be a non-qualified option and shall become vested and exercisable in equal annual installments over a period of three (3) years from the date hereof, or immediately with respect to all Option Shares underlying the Option in the event of a Change in Control (as defined in Section 5(c) of the Agreement).

Exercisability of Option. Except as provided in paragraphs 7, 8, or 10, this Option shall become exercisable on the third anniversary of the Grant Date. Once the Option has become exercisable in accordance with the preceding sentence, it shall continue to be exercisable until the termination of Participant's rights hereunder pursuant to paragraphs 7, 8, or 10, or until the Expiration Date, if earlier. A partial exercise of this Option shall not affect Participant's right to exercise this Option with respect to the remain...ing shares, subject to the terms and conditions of the Plan and those set forth herein. View More