Vesting and Exercise of Option Clause Example from Business Contracts

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. 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 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 at any one time shall be the lesser of (i) 100 Shares, or (ii) the total number of 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. View More