Terms and Conditions Clause Example with 18 Variations from Business Contracts
This page contains Terms and Conditions clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Terms and Conditions. This Option is subject to the following terms and conditions: (a) Expiration Date. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as otherwise provided below,... this Option shall become exercisable with respect to percent ( %) of the shares of Common Stock subject to the Option (rounded to the nearest whole share) on each of the , and anniversaries of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option on the anniversary of the Date of Grant, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. Once this Option has become exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 or 6 of this Agreement or the Expiration Date. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) Method of Exercise and Payment for Shares. This Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, to the attention of the Company's Secretary at the Company's address specified in Section 10 below. The exercise date shall be the date of delivery. The Participant shall pay the Option price and all applicable tax withholdings in cash or cash equivalent acceptable to the Committee. However, the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred by will or the laws of descent and distribution.View More
Variations of a "Terms and Conditions" Clause from Business Contracts
Terms and Conditions. This Option is subject to the following terms and conditions: (a) Expiration Date. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 ten years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. Grant (the "Expiration Date"). (b) Vesting Exercise of Option. (i) In ...General. Except as otherwise provided below, in paragraphs 3, 4 and 5, this Option shall become be exercisable with respect to twenty-five percent ( %) (25%) of the shares of Common Stock subject to this Option on the Option (rounded to the nearest whole share) on each of the , and anniversaries first anniversary of the Date of Grant (the "First Anniversary Date") and with respect to an additional twelve and a half percent (12.5%) of the remaining shares of Common Stock subject to the this Option on the sixth month anniversary of the First Anniversary Date and each sixth month anniversary date thereafter through the fourth anniversary of the Date of Grant, provided Grant. If the Participant has been continuously employed by foregoing schedule would produce fractional shares, the Company or an Affiliate from number of shares for which the Date of Grant until such time. Option becomes exercisable shall be rounded down to the nearest whole share. Once this Option has become exercisable, exercisable in accordance with the preceding sentence it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections paragraph 3, 4, 4 or 5 or 6 of this Agreement or until the Expiration Date. Option has expired pursuant to subparagraph 2(a). A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) Method of Exercise Exercising Option and Payment for Shares. This Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary Principal Financial Officer at the Company's address specified principal office in Section 10 below. New Jersey (see attachment A – "Notice of Option Exercise"). The exercise date shall be (i) in the case of notice by mail, the date of postmark, or (ii) if delivered in person, the date of delivery. The Participant Such notice shall pay be accompanied by payment of the Option price and all applicable tax withholdings in full, in cash or cash equivalent acceptable to the Committee. However, Committee, or by the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering surrender of shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment with an aggregate Fair Market Value (determined as the Committee shall authorize or (v) by any combination of the allowable methods day preceding the exercise date) which, together with any cash or cash equivalent paid, is not less than the Option price for the number of payment set forth herein. (d) Transferability. Except as provided herein, shares for which this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this being exercised. (d) Nontransferability. This Option may not be transferred except by will or by the laws of descent and distribution. During Participant's lifetime, this Option may be exercised only by Participant. (e) Acceptance of Option. The Participant shall have no rights with respect to this Option unless he or she shall have accepted this Option by signing and delivering to the Company a copy of this Agreement within thirty (30) days of the Agreement date set forth in the first paragraph of this Agreement. View More
Terms and Conditions. This Option is subject to the following additional terms and conditions: (a) Expiration Date. The Expiration Date of this Option shall be as specified in the Grant Notice. (b) Exercise of Option. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") be exercisable or such earlier time vested as set forth specified in Sections 3, 4, 5 or 6 the Grant Notice if Participant remains in the continuous employ of this Agreement. In no event shall the Expiration Date be later than 10 years ...from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as otherwise provided below, this Option shall become exercisable with respect to percent ( %) of the shares of Common Stock subject to the Option (rounded to the nearest whole share) on each of the , and anniversaries of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option on the anniversary of the Date of Grant, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. the vesting dates specified in the Grant Notice. This Option, if not sooner exercisable or vested, shall be exercisable or vested for all of the shares of Common Stock that remain subject to this Option if Participant remains in the continuous employ of the Company or an Affiliated until (i) the date of Participant's death, (ii) the date that Participant's employment with the Company and its Affiliates ends on account of Disability, (iii) the Participant's Normal Retirement, (v) the date that this Option becomes exercisable or vested under the Severance Agreement or (vi) or (vii) a Control Change Date. Once this Option has become exercisable, exercisable or vested it shall continue to be exercisable exercisable, in whole or in part, until the earlier of the Expiration Date or the termination of the Participant's rights hereunder pursuant to Sections 3, paragraph 4, 5 5, 6, 7, 8 or 6 of this Agreement or the Expiration Date. 9. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs these Terms and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. Conditions. -1- (c) Method of Exercise Exercising and Payment for Shares. This Option shall must be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary at the Company's address specified principal office in Section 10 below. Richmond, Virginia. The exercise date shall be (i) in the case of notice by mail or nationally recognized courier, the date of delivery. postmark or (ii) in the case of notice by any other means, the date of receipt by the Company's Secretary. The Participant shall pay notice must be accompanied by payment of the Option price and all applicable tax withholdings Price in full, in cash or cash equivalent acceptable to the Committee. However, Committee, or by the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering surrender of shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment with an aggregate Fair Market Value (determined as the Committee shall authorize or (v) by any combination of the allowable methods day preceding the exercise date), that together with any cash or cash equivalent paid to exercise the Option, is not less than the Option Price for the number of payment set forth herein. (d) Transferability. Except as provided herein, this shares of Common Stock for which the Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred by will or the laws of descent and distribution. exercised. View More
Terms and Conditions. This Option is subject to the following additional terms and conditions: (a) Expiration Date. The Expiration Date of this Option shall be as specified in the Grant Notice. (b) Exercise of Option. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") be exercisable or such earlier time vested as set forth specified in Sections 3, 4, 5 or 6 the Grant Notice if Participant remains in the continuous employ of this Agreement. In no event shall the Expiration Date be later than 10 years ...from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as otherwise provided below, this Option shall become exercisable with respect to percent ( %) of the shares of Common Stock subject to the Option (rounded to the nearest whole share) on each of the , and anniversaries of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option on the anniversary of the Date of Grant, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. the vesting dates specified in the Grant Notice. This Option, if not sooner exercisable or vested, shall be exercisable or vested for all of the shares of Common Stock that remain subject to this Option if Participant remains in the continuous employ of the Company or an Affiliated until (i) the date of Participant's death, (ii) the date that Participant's employment with the Company and its Affiliates ends on account of Disability, (iii) the Participant's Normal Retirement or (iv) a Control Change Date. Once this Option has become exercisable, exercisable or vested it shall continue to be exercisable exercisable, in whole or in part, until the earlier of the Expiration Date or the termination of the Participant's rights hereunder pursuant to Sections 3, paragraph 4, 5 5, 6, 7, 8 or 6 of this Agreement or the Expiration Date. 9. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs these Terms and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. Conditions. (c) Method of Exercise Exercising and Payment for Shares. This Option shall must be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary at the Company's address specified principal office in Section 10 below. Richmond, Virginia. The exercise date shall be (i) in the case of notice by mail or nationally recognized courier, the date of delivery. postmark or (ii) in the case of notice by any other means, the date of receipt by the Company's Secretary. The Participant shall pay notice must be accompanied by payment of the Option price and all applicable tax withholdings Price in full, in cash or cash equivalent acceptable to the Committee. However, Committee, or by the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering surrender of shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment with an aggregate Fair Market Value (determined as the Committee shall authorize or (v) by any combination of the allowable methods day preceding the exercise date), that together with any cash or cash equivalent paid to exercise the Option, is not less than the Option Price for the number of payment set forth herein. (d) Transferability. Except as provided herein, this shares of Common Stock for which the Option is nontransferable and, during exercised. -1- 3. Termination Before Vesting. This Option, to the extent that it has not vested in accordance with paragraph 2(b) on or before Participant's lifetime, only employment with the Participant may exercise this Option. Notwithstanding Company and its Affiliates ends, shall automatically expire and be of no force or effect on the foregoing, this Option may be transferred by will or date Participant's employment with the laws of descent Company and distribution. its Affiliates ends. View More
Terms and Conditions. This Option is subject to the following terms and conditions: (a) a. Expiration Date. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 ten years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting Grant (the "Expiration Date"). b. Exercise of Option. (...i) In General. Except as otherwise provided below, in paragraphs 3, 4 and 5, this Option shall become be exercisable with respect to twenty-five percent ( %) (25%) of the shares of Common Stock subject to this Option on the Option (rounded to the nearest whole share) on each of the , and anniversaries first anniversary of the Date of Grant (the "First Anniversary Date") and with respect to an additional twelve and a half percent (12.5%) of the remaining shares of Common Stock subject to the this Option on the sixth month anniversary of the First Anniversary Date and each sixth month anniversary date thereafter through the fourth anniversary of the Date of Grant, provided Grant. If the Participant has been continuously employed by foregoing schedule would produce fractional shares, the Company or an Affiliate from number of shares for which the Date of Grant until such time. Option becomes exercisable shall be rounded down to the nearest whole share. Once this Option has become exercisable, exercisable in accordance with the preceding sentence it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections paragraph 3, 4, 4 or 5 or 6 of this Agreement or until the Expiration Date. Option has expired pursuant to subparagraph 2(a). A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) c. Method of Exercise Exercising Option and Payment for Shares. This Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary Chief Financial Officer at the Company's address specified principal office in Section 10 below. New Jersey (see attachment A — "Notice of Option Exercise"). The exercise date shall be (i) in the case of notice by mail, the date of postmark, or (ii) if delivered in person, the date of delivery. The Participant Such notice shall pay be accompanied by payment of the Option price and all applicable tax withholdings in full, in cash or cash equivalent acceptable to the Committee. However, Committee, as well as, to the Committee in its discretion may, but is not required to, allow extent permitted by the Participant Committee, an irrevocable commitment by a broker to pay over such amount from a sale of the Option price and tax withholdings (i) by surrendering shares of Common Stock issuable under the Participant already owns, (ii) by a cashless Option, the delivery of previously owned shares of Common Stock, or withholding of shares of Common Stock deliverable upon exercise through a broker, (iii) by means which, together with any cash or cash equivalent paid, is not less than the Option price for the number of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, shares for which this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this being exercised. d. Nontransferability. This Option may not be transferred sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by Participant except by will or by the laws of descent and distribution. During Participant's lifetime, this Option may be exercised only by Participant. e. Agreement with Terms. Receipt of any benefits under this Agreement by Participant shall constitute Participant's acknowledgement of and agreement with all of the provisions of this Agreement and of the Plan that are applicable to this Option, and the Company shall administer this Agreement accordingly. View More
Terms and Conditions. This Option is subject to the following terms and conditions: (a) a. Expiration Date. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 ten years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting Grant (the "Expiration Date"). b. Exercise of Option. (...i) In General. Except as otherwise provided below, in paragraphs 3, 4 and 5, this Option shall become be exercisable with respect to twenty-five percent ( %) (25%) of the shares of Common Stock subject to this Option on the Option (rounded to the nearest whole share) on each of the , and anniversaries first anniversary of the Date of Grant (the "First Anniversary Date") and with respect to an additional twelve and a half percent (12.5%) of the remaining shares of Common Stock subject to the this Option on the sixth month anniversary of the First Anniversary Date and each sixth month anniversary date thereafter through the fourth anniversary of the Date of Grant, provided Grant. If the Participant has been continuously employed by foregoing schedule would produce fractional shares, the Company or an Affiliate from number of shares for which the Date of Grant until such time. Option becomes exercisable shall be rounded down to the nearest whole share. Once this Option has become exercisable, exercisable in accordance with the preceding sentence it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections paragraph 3, 4, 4 or 5 or 6 of this Agreement or until the Expiration Date. Option has expired pursuant to subparagraph 2(a). A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) c. Method of Exercise Exercising Option and Payment for Shares. This Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary Chief Financial Officer at the Company's address specified principal office in Section 10 below. New Jersey (see attachment A — "Notice of Option Exercise"). The exercise date shall be (i) in the case of notice by mail, the date of postmark, or (ii) if delivered in person, the date of delivery. The Participant Such notice shall pay be accompanied by payment of the Option price and all applicable tax withholdings in full, in cash or cash equivalent acceptable to the Committee. However, Committee, or such other method as determined by the Committee in its discretion may, but is not required to, allow the Participant Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the Option price and tax withholdings (i) by surrendering shares of Common Stock issuable under the Participant already owns, (ii) by a cashless Option, the delivery of previously owned shares of Common Stock or withholding of shares of Common Stock deliverable upon exercise through a broker, (iii) by means which, together with any cash or cash equivalent paid, is not less than the Option price for the number of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, shares for which this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this being exercised. d. Nontransferability. This Option may not be transferred sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by Participant except by will or by the laws of descent and distribution. During Participant's lifetime, this Option may be exercised only by Participant. e. Agreement with Terms. Receipt of any benefits under this Agreement by Participant shall constitute Participant's acknowledgement of and agreement with all of the provisions of this Agreement and of the Plan that are applicable to this Option, and the Company shall administer this Agreement accordingly. View More
Terms and Conditions. This Option is subject to the following terms and conditions: (a) a. Expiration Date. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 ten years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting Grant (the "Expiration Date"). b. Exercise of Option. (...i) In General. Except as otherwise provided below, in paragraphs 3, 4 and 5, this Option shall become be exercisable with respect to twenty-five percent ( %) (25%) of the shares of Common Stock subject to this Option on the Option (rounded to the nearest whole share) on each of the , and anniversaries first annual anniversary of the Date of Grant (the "First Anniversary Date") and with respect to an additional twelve and a half percent (12.5%) of the remaining shares of Common Stock subject to the this Option on the six-month anniversary of the First Anniversary Date and each six-month anniversary date thereafter through the fourth annual anniversary of the Date of Grant, provided Grant. If the Participant has been continuously employed by foregoing schedule would produce fractional shares, the Company or an Affiliate from number of shares for which the Date of Grant until such time. Option becomes exercisable shall be rounded down to the nearest whole share. Once this Option has become exercisable, exercisable in accordance with the preceding sentence it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections paragraph 3, 4, 4 or 5 or 6 of this Agreement or until the Expiration Date. Option has expired pursuant to subparagraph 2(a). A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) c. Method of Exercise Exercising Option and Payment for Shares. This Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary Chief Financial Officer at the Company's address specified principal office in Section 10 below. New Jersey. The exercise date shall be (i) in the case of notice by mail, the date of postmark, or (ii) if delivered in person, the date of delivery. The Participant Such notice shall pay be accompanied by payment of the Option price and all applicable tax withholdings in full, in cash or cash equivalent acceptable to the Committee. However, Committee, or such other method as determined by the Committee in its discretion may, but is not required to, allow the Participant Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the Option price and tax withholdings (i) by surrendering shares of Common Stock issuable under the Participant already owns, (ii) by a cashless Option, the delivery of previously owned shares of Common Stock or withholding of shares of Common Stock deliverable upon exercise through a broker, (iii) by means which, together with any cash or cash equivalent paid, is not less than the Option price for the number of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, shares for which this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this being exercised. d. Nontransferability. This Option may not be transferred sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by Participant except by will or by the laws of descent and distribution. During Participant's lifetime, this Option may be exercised only by Participant. e. Agreement with Terms. Execution of this Agreement by Participant or receipt of any benefits under this Agreement by Participant shall constitute Participant's acknowledgement of and agreement with all of the provisions of this Agreement and of the Plan that are applicable to this Option, and the Company shall administer this Agreement accordingly. f. Forfeiture. In the event of Participant's termination of employment, any vested portion of this Option that is not exercised during the period specified in paragraph 3, paragraph 4 or paragraph 5 of this Agreement, as applicable, shall be forfeited upon the expiration of such period. Any portion of this Option that is unvested as of the date of Participant's termination of employment shall be forfeited on such date. View More
Terms and Conditions. This Option is subject to the following terms and conditions: (a) a. Expiration Date. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 ten years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting Grant (the "Expiration Date"). b. Exercise of Option. (...i) In General. Except as otherwise provided below, in paragraphs 3, 4 and 5, this Option shall become be exercisable with respect to twenty-five percent ( %) (25%) of the shares of Common Stock subject to this Option on the Option (rounded to the nearest whole share) on each of the , and anniversaries first anniversary of the Date of Grant (the "First Anniversary Date") and with respect to an additional twelve and a half percent (12.5%) of the remaining shares of Common Stock subject to the this Option on the sixth month anniversary of the First Anniversary Date and each sixth month anniversary date thereafter through the fourth anniversary of the Date of Grant, provided Grant. If the Participant has been continuously employed by foregoing schedule would produce fractional shares, the Company or an Affiliate from number of shares for which the Date of Grant until such time. Option becomes exercisable shall be rounded down to the nearest whole share. Once this Option has become exercisable, exercisable in accordance with the preceding sentence it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections paragraph 3, 4, 4 or 5 or 6 of this Agreement or until the Expiration Date. Option has expired pursuant to subparagraph 2(a). A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) c. Method of Exercise Exercising Option and Payment for Shares. This Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary Chief Financial Officer at the Company's address specified principal office in Section 10 below. New Jersey. The exercise date shall be (i) in the case of notice by mail, the date of postmark, or (ii) if delivered in person, the date of delivery. The Participant Such notice shall pay be accompanied by payment of the Option price and all applicable tax withholdings in full, in cash or cash equivalent acceptable to the Committee. However, Committee, or such other method as determined by the Committee in its discretion may, but is not required to, allow the Participant Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the Option price and tax withholdings (i) by surrendering shares of Common Stock issuable under the Participant already owns, (ii) by a cashless Option, the delivery of previously owned shares of Common Stock or withholding of shares of Common Stock deliverable upon exercise through a broker, (iii) by means which, together with any cash or cash equivalent paid, is not less than the Option price for the number of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, shares for which this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this being exercised. d. Nontransferability. This Option may not be transferred sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by Participant except by will or by the laws of descent and distribution. During Participant's lifetime, this Option may be exercised only by Participant. e. Agreement with Terms. Receipt of any benefits under this Agreement by Participant shall constitute Participant's acknowledgement of and agreement with all of the provisions of this Agreement and of the Plan that are applicable to this Option, and the Company shall administer this Agreement accordingly. View More
Terms and Conditions. This Option is subject to the following terms and conditions: (a) Expiration Date. This Option shall expire at 11:59 p.m. on , __________ (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6. of this Agreement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as otherwise pro...vided below, this Option shall become exercisable (A) with respect to percent ( %) of the ______ shares of Common Stock subject immediately, and (B) with respect to the Option (rounded to the nearest whole share) ____ shares of Common Stock on each of the , and anniversaries monthly anniversary of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option commencing on the anniversary of the Date of Grant, _______, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. Once this Option has become exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 or 6 of this Agreement or the Expiration Date. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 1 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (iv) Termination without Cause. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated by the Company or any Affiliate involuntarily and without Cause. (c) Method of Exercise and Payment for Shares. This Option shall be exercised by delivering (A) written notice of exercise, along with exercise in the form attached hereto as Exhibit B, (B) the Option price for the portion of the Option being exercised and all applicable tax withholdings, and (C) an executed copy of the Stockholder Agreement in the form attached hereto as Exhibit C, to the attention of the Company's Secretary at the Company's address specified in Section 10. below. The exercise date shall be the date of delivery. The Participant shall pay the Option price and all applicable tax withholdings in cash or cash equivalent acceptable to the Committee. However, the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred by will or the laws of descent and distribution. View More
