Vesting and Exercise of Option. a. Vesting. Subject to the continued service of Participant with the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as set forth in the Grant Notice. b. Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. Effect of Termination of Service on the
... Option. If Participant's service ceases for any reason, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. d. Method of Exercise. Participant may exercise the Option by delivering a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. Partial Exercise. The Option may be exercised in whole or in part, provided, however, that any exercise may apply only with a whole number of Shares. f. Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. Rights as Stockholder. The Option will not confer upon Participant any of the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option.
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Vesting and Exercise of Option.
a. The Option will become vested and exercisable only in accordance with the terms and provisions of the Plan and this Agreement, as follows: (a) Vesting. Subject to the continued service of
the Participant
with by the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as
are set forth in the Grant Notice.
b. (b) Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to incl
...ude service with an any Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. (c) Effect of Termination of Service on the Option. (i) Forfeiture of Unvested Option. If the Participant's service ceases terminates or is terminated for any reason, the termination or survival unvested portion of the Option will shall be determined forfeited immediately with no further compensation due to the Participant. (ii) Vested Portion of the Option. If the Participant's service terminates or is terminated for any reason, the vested portion of the Option shall remain exercisable for such period as set forth in accordance with Section 7 of the Plan. d. (d) Method of Exercise. The Participant may exercise the Option by delivering a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. (e) Partial Exercise. The Option may be exercised in whole or in part, part; provided, however, that any exercise may apply only with respect to a whole number of Shares. f. (f) Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee Board may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. Rights as Stockholder. The Option will not confer upon Participant any of As a further condition to the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option, the Company may require the Participant to make any representation or warranty as may be required by or advisable under any applicable law or regulation. -A1- 5. Non-Transferability of Option. The Option may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed of in any manner either voluntarily or involuntarily by operation of law or otherwise, other than by will or by the laws of descent and distribution.
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Vesting and Exercise of Option. a. Vesting. Subject to the continued service of
the Participant with the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as set forth in the Grant Notice. b. Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. Effect of Termination of Service on
... the Option. If the Participant's service ceases for any reason, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. d. Method of Exercise. The Participant may exercise the Option by delivering a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such To the extent permitted (and subject to procedures established) by the Committee in its discretion, the Participant may also pay the Exercise Price (i) by surrendering previously acquired Shares to the Company, which Shares have an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price then due (or by means of attestation, whereby the Participant identifies specific previously acquired Shares having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price then due and the number of Shares actually delivered upon exercise is reduced by the number of such identified Shares), or (ii) by means of a broker-assisted cashless exercise. The notice of exercise must also be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. Partial Exercise. The minimum number of Shares with respect to which the Option may be exercised in whole at any one time shall be the lesser of (i) 100 Shares, or in part, provided, however, that any exercise may apply only with a whole (ii) the total number of Shares. Shares as to which the Option is then exercisable. A-1 f. Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. Rights as Stockholder. The Option will not confer upon Participant any of the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option.
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Vesting and Exercise of Option.
a. The Option will become vested and exercisable only in accordance with the terms and provisions of the Plan and this Agreement, as follows: (a) Vesting. Subject to the continued service of
the Participant
with by the Company through the relevant vesting dates, the Option shall become vested and exercisable
on in such amounts and at such times as
are set forth in the Grant Notice.
b. (b) Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to i
...nclude service with an any Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. (c) Effect of Termination of Service on the Option. (i) Forfeiture of Unvested Option. If the Participant's service ceases terminates or is terminated for any reason, the termination or survival unvested portion of the Option, and any unvested Restricted Stock acquired by Participant pursuant to an early exercise of the Option will as permitted under Section 4(g), shall be determined forfeited immediately with no further compensation due to the Participant. (ii) Vested Portion of the Option. If the Participant's service terminates or is terminated for any reason, the vested portion of the Option shall remain exercisable for such period as set forth in accordance with Section 7 of the Plan. d. (d) Method of Exercise. The Participant may exercise the Option by delivering a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied by: (i) a joinder to any shareholder, voting or similar agreement entered into by the stockholders of the Company (if not already party thereto) agreeing to be bound by the terms thereof; and A-1 (ii) any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. (e) Partial Exercise. The Option may be exercised in whole or in part, part; provided, however, that any exercise may apply only with respect to a whole number of Shares. f. (f) Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee Board may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. Rights as Stockholder. The Option will not confer upon Participant any of As a further condition to the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option. Option, the Company may require the Participant to make any representation or warranty as may be required by or advisable under any applicable law or regulation. (g) Early Exercise. Notwithstanding anything herein to the contrary, prior to the Expiration Date (or such earlier date on which the Option terminates in accordance with the Plan and this Agreement), Participant may exercise an unvested portion of the Option in exchange for Restricted Stock subject to the same vesting terms as the unvested portion of the Option so exercised.
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Vesting and Exercise of Option.
a. Vesting. Subject to the continued service of Participant with the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as set forth in the Grant Notice.
In addition: a. Accelerated Vesting upon Death. Upon Participant's Termination by reason of death, any portion of the Option that is outstanding and unvested immediately prior to Participant's death will fully vest and become exercisable on the date of Participant's death..., provided that Participant's estate and beneficiaries execute a general release of claims against the Company and its affiliates in a form reasonably prescribed by the Company and such releases become irrevocable within forty-five (45) days following Participant's death. If the release requirement described above is not timely satisfied, any portion of the Option otherwise vesting under this Section 4.a will be forfeited. To the extent vested, the Option will be exercisable for the period of time set forth in Section 6.4(a) of the Plan. b. Effect of Termination of Service on the Option. Unless otherwise provided in the Grant Notice, this Agreement or any written employment agreement between Participant and the Company that expressly addresses treatment of stock option grants under the Plan, the termination or survival of the Option upon the Termination of Participant will be determined in accordance with Section 6.4 of the Plan. c. Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. Effect of Termination of Service on the Option. If Participant's service ceases for any reason, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. d. Method of Exercise. Participant may exercise the Option by delivering a payment of only to the Exercise Price, any required tax withholding and extent it is vested. To exercise the Option, Participant must give written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased, accompanied by payment in full of the aggregate Exercise Price in accordance with Section 5(d) 6.3(d) of the Plan. Such notice must also specify the date (not to exceed more than ninety (90) days after the date of such notice) on which the shares will be purchased and be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. Partial Exercise. The Option may be exercised in whole or in part, provided, however, that the minimum number of Shares with respect to which the Option may be exercised is one hundred (100). If less than one hundred (100) Shares remain outstanding under the Option at any time, the Option may only be exercised in whole. Any exercise may apply only with a whole number of Shares. 1 f. Restrictions on Conditions of Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation regulation, or exchange listing requirement. The Committee may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. Rights as Stockholder. The Option will not confer upon Participant any of the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option.
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Vesting and Exercise of Option.
a. Vesting. Subject to the continued service of Participant with the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as set forth in the Grant Notice.
In addition: a. Effect of Termination of Service due to Death on the Option. Upon Participant's death during his or her continuous service with the Company, any portion of the Option that is outstanding and unvested immediately prior to Participant's death will remain out...standing for ninety (90) days, during which time the Committee may, in its sole discretion, vest all or a portion of such Option. If the Committee decides to vest all or any portion of such Option under this Section 4.a, it may condition such vesting on the execution by Participant's estate and/or beneficiaries of a general release of claims against the Company and its affiliates in such form as the Company may prescribe (each, a "Release"). Upon the ninetieth (90th) day following Participant's death, any portion of the unvested Option that the Committee has not determined to vest in accordance with this Section 4.a will be forfeited. b. Effect of Termination of Service on the Option. Unless otherwise provided in the Grant Notice, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. c. Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. 1 d. Effect of Termination of Service on the Option. If Unless otherwise provided in the Grant Notice, this Agreement or in Participant's service ceases for any reason, employment agreement, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. d. e. Method of Exercise. Participant may exercise the Option by delivering only to the extent it is vested. To exercise the Option, Participant must deliver a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. f. Partial Exercise. The Option may be exercised in whole or in part, provided, however, that any exercise may apply only with a whole number of Shares. f. g. Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. h. Rights as Stockholder. The Option will not confer upon Participant any of the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option.
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Vesting and Exercise of Option.
a. Vesting. Subject to the continued service of Participant with the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as set forth in the Grant Notice.
In addition: a. Effect of Termination of Service due to Death on the Option. Upon Participant's death during his or her continuous service with the Company, any portion of the Option that is outstanding and unvested immediately prior to Participant's death will remain out...standing for ninety (90) days, during which time the Committee may, in its sole discretion, vest all or a portion of such Option. If the Committee decides to vest all or any portion of such Option under this Section 4.a, it may condition such vesting on the execution by Participant's estate and/or beneficiaries of a general release of claims against the Company and its affiliates in such form as the Company may prescribe (each, a "Release"). Upon the ninetieth (90th) day following Participant's death, any portion of the unvested Option that the Committee has not determined to vest in accordance with this Section 4.a will be forfeited. b. Effect of Termination of Service on the Option. Unless otherwise provided in the Grant Notice, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. c. Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. d. Effect of Termination of Service on the Option. If Unless otherwise provided in the Grant Notice, this Agreement or in Participant's service ceases for any reason, employment agreement, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. d. e. Method of Exercise. Participant may exercise the Option by delivering only to the extent it is vested. To exercise the Option, Participant must deliver a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. f. Partial Exercise. The Option may be exercised in whole or in part, provided, however, that any exercise may apply only with a whole number of Shares. f. 1 g. Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. h. Rights as Stockholder. The Option will not confer upon Participant any of the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option.
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Vesting and Exercise of Option.
a. Vesting. Subject to the continued service of Participant with the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as set forth in the Grant Notice.
In addition: a. Effect of Termination of Service due to Death on the Option. Upon Participant's death during his or her continuous service with the Company, any portion of the Option that is outstanding and unvested immediately prior to Participant's death will remain out...standing for twelve (12) months, during which time the Committee may, in its sole discretion, vest all or a portion of such Option. If the Committee decides to vest all or any portion of such Option under this Section 4.a, it may condition such vesting on the execution by Participant's estate and/or beneficiaries of a general release of claims against the Company and its affiliates in such form as the Company may prescribe (each, a "Release"). Upon the expiration of the twelve (12) month period following Participant's death, any portion of the unvested Option that the Committee has not determined to vest in accordance with this Section 4.a will be forfeited. b. Effect of Termination of Service on the Option. Unless otherwise provided in the Grant Notice, this Agreement or in Participant's employment agreement, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. c. Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. Effect of Termination of Service on the Option. If Participant's service ceases for any reason, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. d. Method of Exercise. Participant may exercise the Option by delivering only to the extent it is vested. To exercise the Option, Participant must deliver a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. Partial Exercise. The Option may be exercised in whole or in part, provided, however, that any exercise may apply only with a whole number of Shares. f. Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee may from time to time modify the terms of the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. 2 g. Rights as Stockholder. The Option will not confer upon Participant any of the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option.
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Vesting and Exercise of Option.
a. Vesting. Subject to the continued service of Participant with the Company through the relevant vesting dates, the Option shall become vested and exercisable in such amounts and at such times as set forth in the Grant Notice.
In addition: a. Effect of Termination of Service due to Death on the Option. Upon Participant's death during his or her continuous service with the Company, any portion of the Option that is outstanding and unvested immediately prior to Participant's death will remain out...standing for ninety (90) days, during which time the Committee may, in its sole discretion, vest all or a portion of such Option. If the Committee decides to vest all or any portion of such Option under this Section 4.a, it may condition such vesting on the execution by Participant's estate and/or beneficiaries of a general release of claims against the Company and its affiliates in such form as the Company may prescribe (each, a "Release"). Upon the ninetieth (90th) day following Participant's death, any portion of the unvested Option that the Committee has not determined to vest in accordance with this Section 4.a will be forfeited. b. Effect of Termination of Service on the Option. Unless otherwise provided in the Grant Notice, this Agreement or in Participant's employment agreement, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. c. Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service with an Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company). c. Effect of Termination of Service on the Option. If Participant's service ceases for any reason, the termination or survival of the Option will be determined in accordance with Section 7 of the Plan. d. Method of Exercise. Participant may exercise the Option by delivering only to the extent it is vested. To exercise the Option, Participant must deliver a payment of the Exercise Price, any required tax withholding and written notice of exercise to the Company in accordance with Section 5(d) of the Plan. Such notice must also be accompanied by any further documents or instruments the Company deems necessary or desirable to carry out the purposes or intent of this Agreement. e. Partial Exercise. The Option may be exercised in whole or in part, provided, however, that any exercise may apply only with a whole number of Shares. f. Restrictions on Exercise. The Option may not be exercised, and any purported exercise will be void, if the issuance of Shares upon such exercise would constitute a violation of any law, regulation or exchange listing requirement. The Committee may from time to time modify the terms of 1 the Option or impose additional conditions on the exercise of the Option as it deems necessary or appropriate to facilitate compliance with any law, regulation or exchange listing requirement. g. Rights as Stockholder. The Option will not confer upon Participant any of the rights or privileges of a stockholder in the Company unless and until Participant is issued Shares following Participant's exercise of the Option.
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