Vesting Exercisability and Termination. (a) No portion of this Stock Option may be exercised until such portion shall have
vested and become exercisable. vested. (b) Except as set forth
below, below and in Section 6, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable
on with respect to the
respective dates indicated below: Option Shares over four years as follows: (i)
This Stock Option shall initially be unvested and u...nexercisable. (ii) This 25% of the Stock Option shall vest and become be exercisable on the first anniversary of the Grant Date and thereafter, the remaining unvested portion of the Stock Option shall vest and be exercisable in accordance with the Vesting Schedule set forth in the Grant Notice. 36 equal monthly cumulative installments. (c) Termination. Except as may otherwise be provided by the Committee, if the Optionee's Service Relationship employment with the Company or a Subsidiary is terminated, the period within which to exercise this Stock Option will may be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate subject, in each case, to Section 3(c) of the Plan): below: (i) Termination Due to Death or Disability. If the Optionee's Service Relationship employment terminates by reason of such Optionee's death or Disability, disability (as defined in Section 422(c) of the Code), this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee's legal representative or legatee for a period of 12 months from the date of death or Disability disability or until the Expiration Date, if earlier. earlier, subject in any event to Section 6. (ii) Other Termination. If the Optionee's Service Relationship employment terminates for any reason other than death or Disability, disability, and unless otherwise determined by the Committee, this Stock Option may be exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier; provided however, if the Optionee's Service Relationship employment is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination. For purposes hereof, the Committee's determination of the reason for termination of the Optionee's Service Relationship employment shall be conclusive and binding on the Optionee and his or her representatives or legatees. legatees or Permitted Transferees. Any portion of this Stock Option that is not vested and exercisable on the date of termination of the Service Relationship employment shall terminate immediately and be null and void. 2 3 (d) It is understood and intended that this Stock Option is intended to qualify as an "incentive stock option" as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Issued Shares for which incentive stock option treatment is desired within the one-year oneyear period beginning on the day after the day of the transfer of such Issued Shares to him or her, nor within the two-year twoyear period beginning on the day after Grant Date the grant of this Stock Option and further that this Stock Option must be exercised within three (3) months after termination of employment as an employee (or 12 months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within either of these periods, he or she will notify the Company within 30 days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent this Stock Option Shares and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) first become exercisable vest in any year, such options will not qualify as incentive stock options.
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Vesting Exercisability and Termination. (a) No portion of this Stock Option may be exercised until such portion shall have vested and become exercisable. (b) Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable on the respective dates indicated below: (i) This Stock Option shall initially be unvested and unexercisable. (ii) This Stock Option shall vest and become exercisable in accordance with
...the Vesting Schedule set forth in the Grant Notice. (c) Termination. Except as may otherwise be provided by the Committee, if the Optionee's Service Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate subject, in each case, to Section 3(c) of the Plan): (i) Termination Due to Death or Disability. If the Optionee's Service Relationship terminates by reason of such Optionee's death or Disability, this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee's legal representative or legatee for a period of 12 months from the date of death or Disability or until the Expiration Date, if earlier. (ii) Other Termination. If the Optionee's Service Relationship terminates for any reason other than death or Disability, and unless otherwise determined by the Committee, this Stock Option may be exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier; provided however, if the Optionee's Service Relationship is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination. For purposes hereof, the Committee's determination of the reason for termination of the Optionee's Service Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. legatees and any Permitted Transferee. Any portion of this Stock Option that is not vested and exercisable on the date of termination of the Service Relationship shall terminate immediately and be null and void. 2 (d) It is understood and intended that 2. Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an "Exercise Notice") in the form of Appendix A hereto indicating his or her election to purchase some or all of the Shares with respect to which this Stock Option is intended then exercisable. Such notice shall specify the number of Shares to qualify as an "incentive stock option" as defined in Section 422 be purchased. Payment of the Code to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition purchase price may be made of Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day by one or more of the transfer methods described in Section 5 of the Plan, subject to the limitations contained in such Shares to him Section of the Plan, including the requirement that the Committee specifically approve in advance certain payment methods. (b) Notwithstanding any other provision hereof or her, nor within of the two-year period beginning on the day after Grant Date Plan, no portion of this Stock Option and further that this Stock Option must shall be exercised within three months exercisable after termination of employment as an employee (or 12 months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Shares within either of these periods, he or she will notify the Company within 30 days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent this Stock Option and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) first become exercisable in any year, such options will not qualify as incentive stock options. Expiration Date.
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Vesting Exercisability and Termination. (a) No portion of this Stock Option may be exercised until such portion shall have vested and become exercisable. (b) Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable on the respective dates indicated below: (i) This Stock Option shall initially be unvested and unexercisable. (ii) This Stock Option shall vest and become exercisable in accordance with
...the Vesting Schedule set forth in the Grant Notice. (c) Termination. Except as may otherwise be provided by the Committee, if the Optionee's Service Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate subject, in each case, to Section 3(c) of the Plan): (i) Termination Due to Death or Disability. If the Optionee's Service Relationship terminates by reason of such Optionee's death or Disability, this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee's legal representative or legatee for a period of 12 months from the date of death or Disability or until the Expiration Date, if earlier. (ii) Other Termination. If the Optionee's Service Relationship terminates for any reason other than death or Disability, and unless otherwise determined by the Committee, this Stock Option may be exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier; provided however, if the Optionee's Service Relationship is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination. For purposes hereof, the Committee's determination of the reason for termination of the Optionee's Service Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. legatees and any Permitted Transferee. Any portion of this Stock Option that is not vested and exercisable on the date of termination of the Service Relationship shall terminate immediately and be null and void. 2 (d) It is understood and intended that 3 2.Exercise of Stock Option. (a) The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock Option exercise notice (an "Exercise Notice") in the form of Appendix A hereto indicating his or her election to purchase some or all of the Shares with respect to which this Stock Option is intended then exercisable. Such notice shall specify the number of Shares to qualify as an "incentive stock option" as defined in Section 422 be purchased. Payment of the Code to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition purchase price may be made of Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day by one or more of the transfer methods described in Section 5 of the Plan, subject to the limitations contained in such Shares to him Section of the Plan, including the requirement that the Committee specifically approve in advance certain payment methods. (b) Notwithstanding any other provision hereof or her, nor within of the two-year period beginning on the day after Grant Date Plan, no portion of this Stock Option and further that this Stock Option must shall be exercised within three months exercisable after termination of employment as an employee (or 12 months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Shares within either of these periods, he or she will notify the Company within 30 days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent this Stock Option and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) first become exercisable in any year, such options will not qualify as incentive stock options. Expiration Date.
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