Vesting Exercisability and Termination Clause Example with 11 Variations from Business Contracts

This page contains Vesting Exercisability and Termination 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.
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. 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 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 Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Stock Option and further that this Stock Option must be exercised within three 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 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. View More Arrow

Variations of a "Vesting Exercisability and Termination" Clause from Business Contracts

Vesting Exercisability and Termination. (a) No portion of this This Stock Option may shall be exercised until such portion shall have vested and become exercisable. immediately exercisable, regardless of whether the Underlying Shares are vested. (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 the Underlying Shares shall be vested and exercisable on the respective dates indicated below: (i) This Stock Option All Under...lying Shares shall initially be unvested and unexercisable. unvested. (ii) This Stock Option The Underlying Shares 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, 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, disability (as defined in Section 422(c) of the Code), this Stock Option may continue to be exercised, to the extent exercisable the Underlying Shares are vested 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 (as defined in Section 422(c) of the Code) 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, disability (as defined in Section 422(c) of the Code), and unless otherwise determined by the Committee, this Stock Option may continue to be exercised, to the extent exercisable the Underlying Shares are vested 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. Any portion of this Stock Option with respect to Underlying Shares that is are 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 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 Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Stock Option and further that this Stock Option must be exercised within three 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 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. View More Arrow
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 subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, Section 6 herein, this Stock Option shall be vested and exercisable with respect to the Option Shares on the respective dates indicated below: (i) This Stock Option shall initially be unvested and unexercisable. (ii) This ...Stock Option shall vest and below:2 2 Qualification for incentive stock option treatment under IRC Section 422 is subject to an annual limit under the federal tax laws. The aggregate fair market value of the shares of common stock (determined at the date of grant) for which an option may for the first time become exercisable in accordance with any calendar year as an incentive stock option may not exceed $100,000. To the Vesting Schedule set forth extent you hold two or more incentive stock option which become exercisable for the first time in the Grant Notice. same calendar year, the $100,000 limitation is applied on the basis of the order in which those options were granted. Incremental (Aggregate Number) of Option Shares Exercisable Vesting Date Estimated Maximum Number of Shares Which May Qualify as ISO per IRS Code 422(d) Estimated Maximum Number of Shares Which May Qualify as NSO per IRS Code 422(d) (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 22(e)(3) 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 herein. (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, Cause or the Optionee voluntarily terminates when grounds for the Optionee's termination for Cause exists, 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 (d) It is understood and intended that this 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 In order to obtain the benefits of an incentive stock option treatment under Section 422 of the Code, Code for federal income tax purposes, no sale or other disposition may be made of Covered Shares for which incentive stock option treatment is desired received on exercise of this Stock Option within the one-year period beginning on the day after the day of the transfer of such Covered Shares to him or her, nor within the two-year period beginning on the day after Grant Date the date of 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 Covered 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 the Fair Market Value (determined at the time of grant) of the Option Shares covered by this Stock Option and any other incentive stock options of granted to the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of by the Grant Date) Company (or any Parent or subsidiary corporation, which first become exercisable in any year, calendar year exceeds $100,000, such options will not qualify as incentive stock options. The $100,000 limit in the preceding sentence shall be applied to Stock Options in the order granted. View More Arrow
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, 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 with respect to the Option Shares on the respective dates indicated below: (i) This Stock twenty-five percent (25%) of the Option shall initially be unvested Shares will become v...ested on [ ] and unexercisable. (ii) This Stock the remaining Option shall vest and Shares will become exercisable vested in accordance with equal installments on a monthly basis over the Vesting Schedule set forth in the Grant Notice. 36-month period following [ ]. (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): terminate): (i) Termination Due to Death or Disability. If the Optionee's Service Relationship 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. (ii) Other Termination. If the Optionee's Service Relationship terminates for any reason other than death or Disability, disability (as defined in Section 422(c) of the Code), 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, Date or other termination 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. 3 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 (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 Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Stock Option and further that this Stock Option must be exercised within three 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 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. View More Arrow
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. View More Arrow
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. View More Arrow
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 Board in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the Underlying Shares on the respective dates indicated below: (i) This Stock Option All Underlying Shares shall initially be unvested and unexercisable. (ii) This ...Stock Option 25% of the Underlying Shares shall vest and become exercisable on the first anniversary of the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time. (iii) Thereafter, the remaining 75% of the Underlying Shares shall vest and become exercisable in accordance 36 equal monthly installments at the end of each month following the first anniversary of the Vesting Commencement Date, provided the Optionee continues to have a Service Relationship with the Vesting Schedule set forth Company at such time. Notwithstanding anything herein to the contrary in the Grant Notice. case of a Sale Event, this Stock Option shall be treated as provided in Section 3(c) of the Plan. (c) Termination. Except as may otherwise be provided by the Committee, Board, 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, 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, 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. (ii) Other Termination. If the Optionee's Service Relationship terminates for any reason other than death or Disability, disability (as defined in Section 422(c) of the Code), and unless otherwise determined by the Committee, Board, 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, Date or other termination 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 Board'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. 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 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 Option Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Option Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Stock Option and further that this Stock Option must be exercised within three months 90 days 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 Option 2 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 the Underlying 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 in any year, such options will not qualify as incentive stock options. View More Arrow
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. View More Arrow
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 with respect to the Underlying Shares on the respective dates indicated below: (i) This Stock Option All Underlying Shares shall initially be unvested and unexercisable. 1 (ii) This Stoc...k Option [25] percent of the Underlying Shares shall vest and become exercisable on the [first] anniversary of the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time. (iii) Thereafter, the remaining [75] percent of the Underlying Shares shall vest and become exercisable in accordance [36] equal monthly installments at the end of each month following the first anniversary of the Vesting Commencement Date, provided the Optionee continues to have a Service Relationship with the Vesting Schedule set forth Company at such time. Notwithstanding anything herein to the contrary in the Grant Notice. case of a Sale Event, this Stock Option shall be treated as provided in Section 3(c) of the Plan. (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, 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, 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. (ii) Other Termination. If the Optionee's Service Relationship terminates for any reason other than death or Disability, disability (as defined in Section 422(c) of the Code), 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, Date or other termination 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. 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 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 Option Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Option Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Stock Option and further that this Stock Option must be exercised within three 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 2 any such Option 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 the Underlying 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 in any year, such options will not qualify as incentive stock options. View More Arrow
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 with respect to the Underlying Shares on the respective dates indicated below: (i) This Stock Option All Underlying Shares shall initially be unvested and unexercisable. (ii) This Stock ...Option [25] percent of the Underlying Shares shall vest and become exercisable on the [first] anniversary of the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time. (iii) Thereafter, the remaining [75] percent of the Underlying Shares shall vest and become exercisable in accordance [36] equal monthly installments at the end of each month following the first anniversary of the Vesting Commencement Date, provided the Optionee continues to have a Service Relationship with the Vesting Schedule set forth Company at such time. Notwithstanding anything herein to the contrary in the Grant Notice. case of a Sale Event, this Stock Option shall be treated as provided in Section 3(c) of the Plan. (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, 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, 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. (ii) Other Termination. If the Optionee's Service Relationship terminates for any reason other than death or Disability, disability (as defined in Section 422(c) of the Code), 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, Date or other termination date, if earlier; provided 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. 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 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 Option Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Option Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Stock Option and further that this Stock Option must be exercised within three 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 Option 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 the Underlying 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 in any year, such options will not qualify as incentive stock options. View More Arrow
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 with respect to the Underlying Shares on the respective dates indicated below: (i) This Stock Option All Underlying Shares shall initially be unvested and unexercisable. (ii) This Stock ...Option 25 percent of the Underlying Shares shall vest and become exercisable on the first anniversary of the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time. (iii) Thereafter, the remaining 75 percent of the Underlying Shares shall vest and become exercisable in accordance 36 equal monthly installments at the end of each month following the first anniversary of the Vesting Commencement Date, provided the Optionee continues to have a Service Relationship with the Vesting Schedule set forth Company at such time. Notwithstanding anything herein to the contrary in the Grant Notice. case of a Sale Event, this Stock Option shall be treated as provided in Section 3(c) of the Plan. (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, 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, 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. (ii) Other Termination. If the Optionee's Service Relationship terminates for any reason other than death or Disability, disability (as defined in Section 422(c) of the Code), 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, Date or other termination 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. 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 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 Option Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Option Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Stock Option and further that this Stock Option must be exercised within three 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 2 any such Option 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 the Underlying 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 in any year, such options will not qualify as incentive stock options. View More Arrow