Vesting and Exercise Contract Clauses (94)

Vesting and Exercise. (a) Vesting. Subject to the provisions of Sections 3(b) and 3(c) hereof, the Option shall vest and become exercisable as follows, provided that the Participant has not incurred a Termination prior to each such vesting date: Vesting Date Number of Shares [•] [•] There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant's continued service with the Company or any of its S...ubsidiaries on each applicable vesting date. Upon expiration of the Option, the Option shall be cancelled and no longer exercisable. (b) Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time and for any reason. (c) [Change in Control.] (d) Expiration. Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of the Option (whether vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant Date. View More

Vesting and Exercise. (a) Vesting. Subject to the provisions of Sections 4(b) and 4(c) hereof, the Option shall vest and become exercisable as follows, provided that the Participant has not incurred a Termination prior to each such vesting date: Vesting Date Number of Shares [—] [—] [—] [—] [—] [—] [—] [—] 2 There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant's continued service with t...he Company or any of its Subsidiaries on each applicable vesting date. Upon expiration of the Option, the Option shall be cancelled and no longer exercisable. (b) Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time and for any reason. (c) [Change in Control. The Option shall become fully vested upon the occurrence of a Change in Control so long as the Participant has not incurred a Termination prior to such Change in Control.] (d) Expiration. Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of the Option (whether vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant Date.2 5. Termination. Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Participant's Termination, shall remain exercisable as follows: (a) Termination due to Death or Disability. In the event of the Participant's Termination by reason of death or Disability, the vested portion of the Option shall remain exercisable until the earlier of (i) one (1) year from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 4(d) hereof. (b) Involuntary Termination Without Cause. In the event of the Participant's involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 4(d) hereof. (c) Voluntary Resignation. In the event of the Participant's voluntary Termination (other than a voluntary Termination described in Section 5(d) hereof), the vested portion of the Option shall remain exercisable until the earlier of (i) thirty (30) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 4(d) hereof. (d) Termination for Cause. In the event of the Participant's Termination for Cause or in the event of the Participant's voluntary Termination (as provided in Section 5(c) hereof) after an event that would be grounds for a Termination for Cause, the Participant's entire Option (whether or not vested) shall terminate and expire upon such Termination. (e) Treatment of Unvested Options upon Termination. Any portion of the Option that is not vested as of the date of the Participant's Termination for any reason shall terminate and expire as of the date of such Termination. 2 Note: The term of an Incentive Stock Option granted to a Ten Percent Stockholder may not exceed five years. 3 6. Method of Exercise and Payment. Subject to Section 9 hereof, to the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, 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 as provided herein and in accordance with Sections 6.4(c) and 6.4(d) of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee and payment in full of the Per Share Exercise Price specified above multiplied by the number of shares of Common Stock underlying the portion of the Option exercised. View More

Vesting and Exercise. Subject to any forfeiture provisions in this Agreement or in the Plan, the Options shall vest with respect to the Shares covered by them in accordance with the following schedule, as long as the Employee is employed on such date as a Qualified Employee: ______ Shares shall vest on _____________; ______ Shares shall vest on _____________; and ______ Shares shall vest on _____________. The Employee may only exercise the Options to the extent that they are vested; provided, however, that the Employ...ee may not exercise any portion of the Options prior to the date that is one year after the Date of Grant. To the extent the Options have not previously been forfeited: (a) if there is a Change in Control after which this award of Options is continued by the Company, assumed by the resulting entity (or one of its affiliates) or substituted by the resulting entity (or one of its affiliates) into an equivalent award, then the Options will continue to vest in accordance with the schedule set forth above, unless otherwise accelerated by the Administrator; 2 (b) if there is a Change in Control after which this award of Options is not continued, assumed or substituted as described above, then all unvested Options will immediately vest upon the consummation of such Change in Control. View More

Vesting and Exercise. (a) Vesting. Subject to the provisions of Sections 3(b) to 3(e), the Option shall vest and become exercisable as follows, provided that the Participant has not incurred a Termination prior to each such vesting date: Vesting Date Percentage of Option Shares First Anniversary of Grant Date [ ]% Second Anniversary of Grant Date [ ]% Third Anniversary of Grant Date [ ]% Fourth Anniversary of Grant Date [ ]% There shall be no proportionate or partial vesting in the periods prior to each vesting date ...and all vesting shall occur only on the appropriate vesting date, subject to the Participant's continued service with the Company or any of its Subsidiaries on each applicable vesting date. Upon expiration of the Option, the Option shall be cancelled and no longer exercisable. (b) Death or Disability. In the event of the Participant's Termination by reason of death or Disability, the portion of the Option that would have vested pursuant to Section 3(a) above in the first twelve (12) months following such Termination will vest as of the Termination. (c) Termination Without Cause. In the event of the Participant's Termination by the Company without Cause, the portion of the Option that would have vested pursuant to Section 3(a) above in the first twelve (12) months following such Termination will vest as of the Termination. (d) Committee Discretion to Accelerate Vesting. In addition to the foregoing, the Committee may, in its sole discretion, accelerate vesting of the Option at any time and for any reason. (e) Expiration. Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of the Option (whether vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant Date. 2 (f) Treatment of Unvested Options upon Termination. Subject to this Section 3, any portion of the Option that is not vested as of the date of the Participant's Termination for any reason shall terminate and expire as of the date of such Termination. View More

Vesting and Exercise. The vesting of the Option is subject to the attainment of certain performance conditions based on the Company's consolidated net income growth during fiscal years 2016 through 2020. If the Company's cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is equal to 10% or more, the Option will "cliff" vest in its entirety (20,000 shares) on the date which marks the fifth (5th) anniversary of the Grant Date (the "Vesting Date..."). If the Company's cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is equal to 5% or more but less than 10%, the Option will "cliff" vest as to 10,000 shares on the Vesting Date. If the Company's cumulative consolidated net income growth, calculated on a compound basis, for the five (5) fiscal years ending April 30, 2020 is less than 5%, the Option will be forfeited. For purposes of this Option, "consolidated net income" for a given fiscal year shall mean "Net income" as reported in the Company's consolidated statement of operations included in the Company's Annual Report on Form 10-K for such fiscal year as filed with the Securities and Exchange Commission, except that if on the Vesting Date the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ending April 30, 2020, "consolidated net income" for fiscal year 2020 shall be the Company's "Net income" as reported in the Company's public earnings press release for such fiscal year. The Option may be exercised from time to time, in accordance with the terms of this Agreement and Section 6(c) of the Plan with respect to all or any portion of the Shares as to which it is then vested and exercisable. To the extent not exercised, the Option shall continue in effect until it expires or otherwise terminates in accordance with the terms of this Option Agreement and the Plan. View More