Right to Exercise Contract Clauses (64)

Right to Exercise. Subject to the expiration or earlier termination of this Option in accordance with its terms, this Option shall vest and become exercisable as set forth on the cover page hereof. To the extent the Option is vested and exercisable, it may be exercised in whole or in part. The Grantee shall be entitled to the privileges of ownership with respect to Option Shares purchased and delivered to him or her upon the complete and valid exercise of all or part of this Option. The Company may require, as a c...ondition to the exercise of this Option, that the Grantee agree to be bound by any stockholders agreement among all or certain stockholders of the Company that may then be in effect, or certain provisions of any such agreement that may be specified by the Company, either in addition to or in lieu of the provisions of this Agreement (as determined by the Company). View More

Right to Exercise. Unless terminated as hereinafter provided, the Option shall be exercisable only as follows: (a) The Option shall become exercisable with respect to 40% of the Option Shares (the "Time Vested Option Shares") only as follows: The Option shall become exercisable with respect to 20% of the Time Vested Option Shares on each of the first five (5) anniversaries 3 of the Date of Grant if Optionee remains in the continuous employ of the Company or any of its subsidiaries as of each such date; provided, h...owever, that the Option shall become exercisable with respect to all of the Time Vested Option Shares upon the occurrence of a Change of Control, if Optionee remains in the continuous employ of the Company or any of its subsidiaries until the date of such Change of Control. (b) The Option shall become exercisable with respect to the remaining 60% of the Option Shares (the "Performance Vested Option Shares") only as follows: (i) The Option shall become exercisable with respect to 25% of the Performance Vested Option Shares if (x) a Change of Control occurs, (y) Optionee remains an employee of the Company or any of its subsidiaries until the date of such Change of Control, and (z) the Net Equity Value as of the date of such Change of Control equals or exceeds $600,000,000. (ii) The Option shall become exercisable with respect to an additional 25% of the Performance Vested Option Shares if (x) a Change of Control occurs, (y) Optionee remains an employee of the Company or any of its subsidiaries until the date of such Change of Control, and (z) the Net Equity Value as of the date of such Change of Control equals or exceeds $800,000,000. (iii) The Option shall become exercisable with respect to an additional 25% of the Performance Vested Option Shares if (x) a Change of Control occurs, (y) Optionee remains an employee of the Company or any of its subsidiaries until the date of such Change of Control, and (z) the Net Equity Value as of the date of such Change of Control equals or exceeds $1,000,000,000. (iv) The Option shall become exercisable with respect to the remaining 25% of the Performance Vested Option Shares if (x) a Change of Control occurs, (y) Optionee remains an employee of the Company or any of its subsidiaries until the date of such Change of Control, and (z) the Net Equity Value as of the date of such Change of Control equals or exceeds $1,200,000,000. Notwithstanding the foregoing, if Optionee's employment with the Company or any of its subsidiaries terminates on or following the second anniversary of the Date of Grant as a result of a Qualifying Termination, the Option shall become exercisable upon such Qualifying Termination with respect to a number of Performance Vested Option Shares in an amount equal to (I) the number of Performance Vested Option Shares that would have become exercisable, as determined by the Board, if a Change of Control had occurred on the date of such Qualifying Termination, multiplied by (II) a percentage equal to the percentage of Time Vested Option Shares that have become exercisable pursuant to Section 4(a) as of such Qualifying Termination. (c) Optionee shall not be entitled to acquire a fraction of one Option Share pursuant to this Option. Optionee shall be entitled to the privileges of ownership with respect to Option Shares purchased and delivered to Optionee upon the exercise of all or part of this Option. 4 5. Option Nontransferable. Optionee may not transfer or assign all or any part of the Option other than by will or by the laws of descent and distribution. This Option may be exercised, during the lifetime of Optionee, only by Optionee, or in the event of Optionee's legal incapacity, by Optionee's guardian or legal representative acting on behalf of Optionee in a fiduciary capacity under state law and court supervision. View More

Right to Exercise. During Optionee's continuous service with the Company or any of its Affiliates (hereinafter "Continuous Service"), this Option shall vest and become exercisable in accordance with the terms of the Grant Notice. In addition, this Option shall be subject to accelerated vesting and exercisability as provided in, and subject to the terms and conditions of, the Employment Agreement. Subject to earlier termination, to the extent that this Option has become vested and exercisable with respect to the Sh...ares covered thereby, this Option may thereafter be exercised by Optionee, in whole or in part, at any time or from time to time prior to the date of the expiration of this Option. View More

Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and the applicable provisions of the Plan and this Option Agreement.

Right to Exercise. (a) Subject to Sections 2(b), (c) and (d), 4 and 6 below, the Option will become exercisable as set forth in the Award Notification if you remain continuously employed by either Dana or any Subsidiary until such time. To the extent the Option is exercisable, it may be exercised in whole or in part. (b) Notwithstanding Section 2(a) above, the Option will become immediately exercisable in full and remain exercisable until terminated in accordance with Section 4 below if, at any time prior to the t...ermination of the Option, a Change in Control shall have occurred. (c) Notwithstanding Section 2(a) above, if your employment with Dana or any Subsidiary terminates by reason of death, Disability or Normal Retirement, the Option will immediately become exercisable in full and will remain exercisable until terminated in accordance with Section 4 below. (d) Notwithstanding the foregoing provisions of this Section 2, Dana may provide at any time before the termination of the Option that any portion or all of the Option will become exercisable. (e) Any portion of the Option that has not yet become exercisable as of your termination of employment by Dana and its Subsidiaries shall terminate upon such employment termination and not become exercisable. View More