Grouped Into 17 Collections of Similar Clauses From Business Contracts
This page contains Vesting of Option clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Vesting of Option. Subject to the provisions hereof, the Option shall vest at the rate of 250,000 Shares per month, subject to Participant's continuing service under the Executive Compensation Agreement.
Vesting of Option. Subject to the provisions hereof, the Option shall vest at the rate of 250,000 375,000 Shares per month, subject to Participant's continuing service under the Executive Compensation Agreement.
Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as follows: (a) Except as otherwise provided in this Section 4, the Option will vest and become exercisable in accordance with the following schedule: (i) on the first anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option; (ii) on the second anniversary of the Date of Gr...ant, the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option; (iii) on the third anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option; and (iv) on the fourth anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. (b) Notwithstanding any provision of this Section 4 to the contrary, in the event of the Participant's Termination of Service due to the Participant's death or Total and Permanent Disability before a date provided in subsection (a), then a pro rata portion of the shares of Common Stock subject to the Option that would have vested on the anniversary of the Date of Grant next following the date of the Participant's Termination of Service due to his death or Total and Permanent Disability (the "Next Vesting Date") (prorated based on the number of days of the Participant's employment during the one-year period immediately preceding the Next Vesting Date) will vest and become exercisable on the date of the Participant's death or Total and Permanent Disability. (c) Notwithstanding any provision of this Section 4 to the contrary, in the event of the Participant's Termination of Service upon or within 12 months following a Change in Control (i) by the Company without Cause (as that term is defined in the Employment Agreement, which term is defined in Section 22 below), (ii) by the Company upon its nonrenewal of the Employment Agreement, or (iii) by the Participant for Good Reason (as that term is defined in the Employment Agreement), then all of the shares of Common Stock subject to the Option which have not yet vested will vest and become exercisable on the date of such Termination of Service.View More
Vesting of Option. Subject to the provisions hereof of the Plan and the provisions provision of the Plan, this Agreement, the Option will vest and become exercisable as follows: (a) Except as otherwise provided in this Section 4, the Option will vest and become exercisable in accordance with the following schedule: (i) on the first anniversary of the Date of Grant, , the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option; (ii) on ...the second anniversary of the Date of Grant, , the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option; 1 (iii) on the third anniversary of the Date of Grant, , the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option; and (iv) on the fourth anniversary of the Date of Grant, , the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option. Option; To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. (b) Notwithstanding any provision of this Section 4 to the contrary, in the event Optionee's service as an employee of the Participant's Termination of Service Company is terminated due to the Participant's death or Total and Permanent Disability of Optionee before a date provided in subsection (a), then a pro rata portion of the shares of Common Stock subject to the Option that would have vested on the anniversary of the Date of Grant next following the date of the Participant's Termination of Service due to his death or Total and Permanent Disability (the "Next Vesting Date") (prorated based on the number of days of the Participant's employment during the one-year period immediately preceding the Next Vesting Date) will vest and become exercisable on the date of the Participant's death or Total and Permanent Disability. (c) Notwithstanding any provision of this Section 4 to the contrary, in the event of the Participant's Termination of Service upon or within 12 months following a Change in Control (i) by the Company without Cause (as that term is defined in the Employment Agreement, which term is defined in Section 22 below), (ii) by the Company upon its nonrenewal of the Employment Agreement, or (iii) by the Participant for Good Reason (as that term is defined in the Employment Agreement), then all of the shares of Common Stock subject to the Option which have not yet vested will vest and become exercisable on the date of such Termination of Service. death or Disability. View More
Vesting of Option. (a) Vesting if Business Relationship Continues. The Optionee may exercise this option on or after the date of this option grant for the number of shares of Common Stock, if any, set forth on the cover page hereof. If the Optionee has continuously maintained a Business Relationship (as defined below) with the Company through the dates listed on the vesting schedule set forth on the cover page hereof, the Optionee may exercise this option for the additional number of shares of Common Stock set opp...osite the applicable vesting date. Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this option becomes exercisable. The foregoing rights are cumulative and may be exercised only before the date which is fifteen years from the date of this option grant. (b) Accelerated Vesting Due to Acquisition. In the event an Acquisition that is not a Private Transaction occurs while the Optionee maintains a Business Relationship with the Company and this option has not fully vested, this option shall become exercisable for all of the then number of Shares as to which it has not vested, such vesting to occur immediately prior to the closing of the Acquisition. If the Optionee after the Acquisition terminates his or her Business Relationship for good reason (as defined below) or the Company or the acquirer terminates the Business Relationship without Cause (as defined below), then any unvested portions of this option may be exercised (to the extent otherwise exercisable on the date of termination). (c) Definitions. The following definitions shall apply: "Acquisition" means (i) the sale of the Company by merger in which the shareholders of the Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor); or (ii) any sale of all or substantially all of the assets or capital stock of the Company (other than in a spin-off or similar transaction) or (iii) any other acquisition of the business of the Company, as determined by the Board. "Business Relationship" means service to the Company or its successor in the capacity of an employee, officer, director or consultant. "Cause" means: (i) gross negligence or willful malfeasance in the performance of the Optionee's work or a breach of fiduciary duty or confidentiality obligations to the Company by the Optionee; (ii) failure to follow the proper directions of the Optionee's direct or indirect supervisor after written notice of such failure; (iii) the commission by the Optionee of illegal conduct relating to the Company; (iv) disregard by the Optionee of the material rules or material policies of the Company which has not been cured within 15 days after notice thereof from the Company; or (v) intentional acts on the part of the Optionee that have generated material adverse publicity toward or about the Company. "Good Reason" means, with respect to an Optionee who is an employee: (i) the failure of the Company to pay any wages due to the Optionee within five days after written notice thereof from the Optionee or (ii) a reduction in the Optionee's salary from that on the date of this agreement, other than as part of a salary reduction program among multiple employees or (iii) a demotion of the Optionee to a non-executive position with the Company. "Good Reason" means, with respect to an Optionee who is not an employee, a breach by the Company of the terms of its relationship with the Optionee that continues for five days after notice. "Private Transaction" means any Acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities which are registered under the Securities Act and/or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within ninety (90) days of completion of the transaction for resale to the public pursuant to the Securities Act.View More
Vesting of Option. (a) Vesting if Business Relationship Continues. The Optionee may exercise this option on or after the date of this option grant for the number of shares of Common Stock, if any, set forth on the cover page hereof. If the Optionee has continuously maintained a Business Relationship (as defined below) with the Company through the dates listed on the vesting schedule set forth on the cover page hereof, the Optionee may exercise this option for the additional number of shares of Common Stock set opp...osite the applicable vesting date. Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this option becomes exercisable. The foregoing rights are cumulative and may be exercised only before the date which is fifteen five years from the date of this option grant. (b) Accelerated Vesting Due to Acquisition. In the event an Acquisition that is not a Private Transaction occurs while the Optionee maintains a Business Relationship with the Company and this option has not fully vested, this option shall become exercisable for all 100% of the then number of Shares as to which it has not vested, such vesting to occur immediately prior to the closing of the Acquisition. If the Optionee after the Acquisition terminates his or her Business Relationship for good reason (as defined below) or the Company or the acquirer terminates the Business Relationship without Cause (as defined below), then any unvested portions of this option may be exercised (to the extent otherwise exercisable on the date of termination). (c) Definitions. The following definitions shall apply: "Acquisition" means (i) the sale of the Company by merger in which the shareholders of the Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor); or (ii) any sale of all or substantially all of the assets or capital stock of the Company (other than in a spin-off or similar transaction) or (iii) any other acquisition of the business of the Company, as determined by the Board. "Business Relationship" means service to the Company or its successor in the capacity of an employee, officer, director or consultant. "Cause" means: (i) gross negligence or willful malfeasance in the performance of the Optionee's work or a breach of fiduciary duty or confidentiality obligations to the Company by the Optionee; (ii) failure to follow the proper directions of the Optionee's direct or indirect supervisor after written notice of such failure; (iii) the commission by the Optionee of illegal conduct relating to the Company; (iv) disregard by the Optionee of the material rules or material policies of the Company which has not been cured within 15 days after notice thereof from the Company; or (v) intentional acts on the part of the Optionee that have generated material adverse publicity toward or about the Company. "Good Reason" means, with respect to an Optionee who is an employee: (i) the failure of the Company to pay any wages due to the Optionee within five days after written notice thereof from the Optionee or (ii) a reduction in the Optionee's salary from that on the date of this agreement, other than as part of a salary reduction program among multiple employees or (iii) a demotion of the Optionee to a non-executive position with the Company. "Good Reason" means, with respect to an Optionee who is not an employee, a breach by the Company of the terms of its relationship with the Optionee that continues for five days after notice. "Private Transaction" means any Acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities which are registered under the Securities the Securities Act of 1933, as amended, or any successor statute (the "Securities Act") and/or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within ninety (90) days of completion of the transaction for resale to the public pursuant to the Securities Act. View More
Vesting of Option. (a) Vesting if Business Relationship Continues. The Optionee may exercise this option on or after the date of this option grant for the number of shares of Common Stock, Shares, if any, set forth on the cover page hereof. If the Optionee has continuously maintained a Business Relationship (as defined below) with the Company through the dates listed on the vesting schedule set forth on the cover page hereof, the Optionee may exercise this option for the additional number of shares of Common Stock... set opposite Shares that become exercisable upon the applicable vesting date. Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this option becomes exercisable. The foregoing rights are cumulative and may be exercised only before the date which is fifteen ten years from the date of this option grant. (b) Accelerated Vesting Due to Acquisition. In the event an Acquisition (as defined below) that is not a Private Transaction (as defined below) occurs while the Optionee maintains a Business Relationship with the Company and this option has not fully vested, this option shall become exercisable for all an additional one-half of the then number of Shares as to which it has are then not vested, such vesting to occur immediately prior to the closing of the Acquisition. If Acquisition, with vesting to continue after such closing at one-half the rate/number set forth on the cover page as to the remainder of the Shares subject to vesting and on the same vesting dates, provided that the Optionee after continuously maintains a Business Relationship with the Acquisition Company or its successor through the applicable vesting dates. If within twelve months of the closing of the Acquisition, the Optionee terminates his or her Business Relationship for good reason Good Reason (as defined below) or the Company or the acquirer acquiror terminates the Business Relationship without Cause (as defined below), then any unvested portions of immediately upon such termination date this option may shall become exercisable as to all remaining Shares, and this option shall expire (may no longer be exercised (to exercised) after the extent otherwise exercisable on passage of three months from the date of termination). termination, but in no event later than the scheduled expiration date. (c) Definitions. The following definitions shall apply: "Acquisition" means (i) the sale of the Company by merger in which the shareholders of the Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor); or (ii) any sale of all or substantially all of the assets or capital stock of the Company (other than in a spin-off or similar transaction) or (iii) any other acquisition of the business of the Company, as determined by the Board. 2 "Business Relationship" means service to the Company Company, any of its Subsidiaries, or its successor their successors in the capacity of an employee, officer, director director, consultant or consultant. advisor. "Cause" means: (i) gross negligence or willful malfeasance the Optionee's substantial and continuing failure, as determined by the Board of Directors in good faith, to carry out the performance reasonable instructions of the Optionee's work Board of Directors, after reasonable notice thereof and opportunity to cure; (ii) embezzlement or a misappropriation of assets or property (tangible or intangible) of the Company; (iii) gross negligence, breach of fiduciary duty or confidentiality obligations to the Company by the Optionee; (ii) failure to follow the proper directions of the Optionee's direct or indirect supervisor after written notice of such failure; (iii) fraud; (iv) the commission by the Optionee of illegal conduct relating to the Company; (iv) disregard by the Optionee of the material rules or material policies of an act that constitutes unfair competition with the Company or which has not been cured within 15 days after notice thereof from induces any customer or supplier to breach a contract with the Company; or (v) intentional acts on conviction of a felony. For the part avoidance of the Optionee that have generated material adverse publicity toward doubt, "Cause" shall not mean a failure to achieve scientific goals, financial goals or about the Company. forecasted timelines. "Good Reason" means, with respect to an Optionee who is an employee: means: (i) the failure of the Company to pay any wages due to the Optionee within five days after written notice thereof from the Optionee or (ii) a material reduction in the responsibilities or title of the Optionee; (ii) a material reduction by the Company in the Optionee's salary from that on the date of this agreement, other than as part of a salary reduction program among multiple employees annual base salary; or (iii) a demotion relocation of the Optionee to a non-executive position with the Company. "Good Reason" means, with respect to an Optionee who is not an employee, a breach by the Company of the terms of Company's business greater than 50 miles from its relationship with the Optionee that continues for five days after notice. current location. "Private Transaction" means any Acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities which are registered under the Securities Act and/or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within ninety (90) days of completion of the transaction for resale to the public pursuant to the Securities Act. View More
Vesting of Option. (a) Vesting if Business Relationship Continues. The Optionee may only exercise this option on or after the date of this option grant for the number of shares of Common Stock, if any, set forth on the cover page hereof. If the Optionee has continuously maintained a Business Relationship (as defined below) that are then vested in accordance with the Company through the dates listed on the vesting schedule set forth on the cover page hereof, the Optionee may exercise this option for the additional ...number of shares of Common Stock set opposite the applicable vesting date. hereof. Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this option becomes exercisable. The foregoing rights are cumulative and may be exercised only before the date which is fifteen seven (7) years from the date of this option grant. (b) Accelerated Vesting Due to Acquisition. In the event an Acquisition that is not a Private Transaction occurs while the Optionee maintains a Business Relationship with the Company and this option has not fully vested, this option shall become exercisable for all 100% of the then number of Shares as subject to which it has not vested, this option, such vesting to occur immediately prior to the closing of the Acquisition. If the Optionee after the Acquisition terminates his or her Business Relationship for good reason (as defined below) or the Company or the acquirer terminates the Business Relationship without Cause (as defined below), then any unvested portions of this option may be exercised (to the extent otherwise exercisable on the date of termination). (c) Definitions. The following definitions shall apply: "Acquisition" means (i) the sale each of the Company consolidation with or the acquisition by merger in which the shareholders another entity of the Company in their capacity a merger or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event shall, immediately following such event, hold, as such no longer own a group, less than a majority of the outstanding equity voting securities of the Company (or surviving or successor entity or its successor); ultimate parent, or (ii) any in the event of a sale of or all or substantially all of the assets or capital stock of the Company (other than in a spin-off or similar transaction) or (iii) any other acquisition of the business of the Company, as determined by the Board. Company's assets. "Business Relationship" means service to the Company or its successor in the capacity of an employee, officer, director director, consultant or consultant. advisor. "Cause" means: means in the good faith determination of the Company, Optionee has (i) committed gross negligence negligence, dishonesty or willful malfeasance in the performance of the Optionee's work or duties; (ii) committed a breach of fiduciary duty or confidentiality a breach of any non-competition, non-solicitation or confidentially obligations to the Company by the Optionee; (ii) failure to follow the proper directions of the Optionee's direct or indirect supervisor Company; (iii) failed on a substantial and continuing basis, after written notice of such failure; (iii) failure, to render services to the commission by Company in accordance with the Optionee terms or requirements of illegal conduct Optionee's Business Relationship; (iv) been convicted of, or pleaded "guilty" or "no contest" to, any misdemeanor relating to the Company; (iv) disregard by affairs of the Optionee of Company or any felony; (v) disregarded the material rules or material policies of the Company which has not been cured within 15 days after written notice thereof from the Company; or (v) (vi) engaged in intentional acts on the part of the Optionee that have generated material adverse publicity toward or about the Company. "Good Reason" means, with respect to an Optionee who is an employee: (i) the failure of the Company to pay any wages due to the Optionee within five days after written notice thereof from the Optionee or (ii) a reduction in the Optionee's salary from that on the date of this agreement, other than as part of a salary reduction program among multiple employees or (iii) a demotion of the Optionee to a non-executive position with the Company. "Good Reason" means, with respect to an Optionee who is not an employee, a breach by the Company of the terms of its relationship with the Optionee that continues for five days after notice. "Private Transaction" means any Acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities which are registered under the Securities Act and/or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within ninety (90) days of completion of the transaction for resale to the public pursuant to the Securities Act.View More
Vesting of Option. (a) Except as otherwise provided in this Agreement, the Option shall become exercisable according to the vesting schedule set forth above. (b) The Option shall vest in full prior to the Vesting Date(s) upon the occurrence of any of the following: (i) the Grantee dies while in the employ of the Company; (ii) the Grantee satisfies the requirements for Retirement, as defined in the Plan, including separation from employment with the Company; (iii) the Grantee has a Disability, as defined in the Pla...n; or (iv) there is a Change in Control event described in Section 2(g) of the Plan. The Option shall be exercisable for ninety days following the occurrence of the condition described in Section 2(b)(ii). The Option shall be exercisable for one year following the occurrence of the conditions described in Sections 2(b)(i) and 2(b)(iii). (c) The Committee may, in its sole discretion, accelerate the time at which the Option becomes vested and non-forfeitable to a time other than the Vesting Date(s) as provided in Section 2(a) or to a time other than provided in Section (2)(b)(i), (ii), (iii) or (iv) on such terms and conditions as it deems appropriate in accordance with the terms and conditions of the Plan.View More
Vesting of Option. (a) Except as otherwise provided in this Agreement, the Option shall become exercisable according to the vesting schedule set forth above. Prior to the Vesting Date, no portion of the award is vested except as otherwise provided in Section 2. (b) The Option shall vest in full prior to the Vesting Date(s) upon the occurrence of any of the following: (i) the Grantee dies while in the employ of the Company; (ii) the Grantee satisfies the requirements for Retirement, as defined in the Plan, includin...g separation from employment with the Company; or (iii) the Grantee has a Disability, as defined in the Plan; or (iv) there is a Change in Control event described in Section 2(g) of the Plan. The Option shall be exercisable for ninety days following the occurrence of the condition described in Section 2(b)(ii), unless the Grantee is required to file beneficial ownership reports under Section 16 of the Exchange Act, in which case the Option shall be exercisable for one year following the occurrence of the condition described in Section 2(b)(ii). The Option shall be exercisable for one year following the occurrence of the conditions described in Sections 2(b)(i) and 2(b)(iii). (c) The Committee may, in its sole discretion, accelerate the time at which the Option becomes vested and non-forfeitable to a time other than the Vesting Date(s) as provided in Section 2(a) or to a time other than provided in Section (2)(b)(i), (ii), or (iii) or (iv) on such terms and conditions as it deems appropriate in accordance with the terms and conditions of the Plan. (d) The extent to which the Option may vest upon a Change in Control is described on Appendix A attached hereto. View More
Vesting of Option. (a) Except as otherwise provided in this Agreement, the Option shall become exercisable according to the vesting schedule set forth above. (b) The Option shall vest in full prior to the Vesting Date(s) if the Grantee satisfies the requirements for Retirement, as defined in the Plan, including separation from employment with the Company. The Option shall be exercisable for ninety days following the occurrence of the condition described in this Section 2(b). (c) The Option shall vest in full prior... to the Vesting Date upon the occurrence of any of the following: (i) the Grantee dies while in the employ of the Company; (ii) the Grantee satisfies the requirements for Retirement, as defined in the Plan, including separation from employment with the Company; (iii) the Grantee has a Disability, as defined in the Plan; or (iv) (iii) there is a Change in Control event described in Section 2(g) of the Plan. The Option shall be exercisable for ninety days following the occurrence of the condition described in Section 2(b)(ii). The Option shall be exercisable for one year following the occurrence of the conditions described in Sections 2(b)(i) Section 2(c)(i) and 2(b)(iii). (c) 2(c)(ii). (d) The Committee may, in its sole discretion, accelerate the time at which the Option becomes vested and non-forfeitable to a time other than the Vesting Date(s) as provided in Section 2(a) or to a time other than provided in Section (2)(b)(i), (ii), 2(b) or Section 2(c)(i), (ii) or (iii) or (iv) on such terms and conditions as it deems appropriate in accordance with the terms and conditions of the Plan. View More
Vesting of Option. Subject The Option hereby granted shall vest only during the Optionee's continuous employment with the Bank, and shall be exercisable by the Optionee only upon and after such vesting and prior to its termination in accordance with the provisions following schedule: One-third (1/3) of Sections 7 Shares Commencing on the 1st anniversary of _________ ___, 201_ Additional one-third (1/3) of Shares Commencing on the 2nd anniversary of _________ ___, 201_ Additional one-third (1/3) of Shares Commencin...g on the 3rd anniversary of __________ ___, 201_ 2 5. Nontransferability. The Option is not transferable except by will or by the laws of descent and 8 hereof, this Option shall become exercisable as follows: ___________________________. distribution. View More
Vesting of Option. Subject Except as provided in paragraphs 7, 8, 9, 10 or 11, this option shall become Vested as to _______ of the option (___ shares) on _________, 20__, as to another _______ of the option (___ shares) on _________, 20__, and as to the provisions final _______ of Sections 7 the option (___ shares) on _________, 20__. [CAN ALSO VEST OVER LONGER THAN A 3-YEAR PERIOD OR ON A 3-YEAR OR LONGER CLIFF SCHEDULE] 4. Exercisability of Option. Except as provided in paragraphs 7, 8, 9, 10 or 11, this option... shall be exercisable as to _______ of the option (___ shares) on _________, 20__, as to another _______ of the option (___ shares) on _________, 20__, and 8 hereof, this Option shall as to the final _______ of the option (___ shares) on _________, 20__. Once the option has become exercisable as follows: ___________________________. in accordance with the preceding sentence, it shall continue to be exercisable until the termination of Participant's rights hereunder pursuant to paragraphs 7, 8, 9, 10 or 11, or until the option period has expired. A partial exercise of this option shall not affect Participant's right to exercise this option with respect to the remaining shares, subject to the terms and conditions of the Plan and those set forth herein. View More
Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the term of Optionee's employment. An initial amount of fifty percent (50%) of the Shares shall vest on the Date of Option set forth in Section 1 above and fifty percent (50%) shall vest on the one year anniversary of the Date of Option set forth in Section 1 above.
Vesting of Option. Subject to the provisions of Sections 7 7, 8 and 8 12(e) hereof, this Option shall become exercisable during the term of Optionee's employment. An initial amount of fifty percent (50%) of the Shares shall vest on the Date of Option set forth in Section 1 above and fifty percent (50%) shall vest on the one year anniversary of the Date of Option set forth in Section 1 above.
Vesting of Option. (i) Vesting Schedule. The Option shall vest and become exercisable per the following schedule, provided that Employee has been continuously employed by the Company's Group through the vesting date. Number of Shares toWhich OptionFirst Becomes Exercisable Cumulative Number Date on WhichBecomes Exercisable 1[Name] – Non-Qualified Stock Option Agreement ([Date]) (ii) Change-in-Control. Notwithstanding the vesting schedule in Section 3(i), in connection with a Change-in-Control, this Option, to the ...extent it shall not otherwise have become vested and exercisable, shall automatically become fully and immediately vested and exercisable upon the consummation of the Change-in-Control (or immediately prior to the consummation of such Change-in-Control, provided that the consummation subsequently occurs). (iii) Death or Disability. Notwithstanding the vesting schedule in Section 3(i), in the event the Employee's employment is terminated by reason of death or Disability, this Option, to the extent it shall not otherwise have become vested and exercisable, shall automatically become fully and immediately vested and exercisable. (iv) Cause. The Option granted pursuant to this Agreement shall terminate immediately upon the termination of Employee's employment by the Company or any subsidiary for Cause.View More
Vesting of Option. (i) Vesting Schedule. The Option shall vest and become exercisable per the following schedule, provided that Employee has been continuously employed by the Company's Group through the vesting date. Number date.Number of Shares toWhich OptionFirst Becomes Exercisable Cumulative Number Date on WhichBecomes Exercisable 1[Name] – Non-Qualified Stock Option Agreement ([Date]) 1 (ii) Change-in-Control. Change in Control. Notwithstanding the vesting schedule in Section 3(i), in connection with a Change...-in-Control, Change in Control, this Option, to the extent it shall not otherwise have become vested and exercisable, shall automatically become fully and immediately vested and exercisable upon the consummation of the Change-in-Control Change in Control (or immediately prior to the consummation of such Change-in-Control, Change in Control, provided that the consummation subsequently occurs). (iii) Death or Disability. Notwithstanding the vesting schedule in Section 3(i), in the event the Employee's employment is terminated by reason of death or Disability, this Option, to the extent it shall not otherwise have become vested and exercisable, shall automatically become fully and immediately vested and exercisable. (iv) Cause. The Option granted pursuant to this Agreement shall terminate immediately upon Retirement. Notwithstanding the termination of vesting schedule in Section 3(i), in the event Employee's employment is terminated by reason of Retirement: (A) prior to the first (1st) anniversary of the date of grant, the number of vested and exercisable Option shares shall be determined proportionately (rounded up to the nearest whole share) by dividing the number of days from the date of grant through Retirement by the Company total number of days from the date of grant through the last scheduled vesting date in Section 3(i) above and multiplying the quotient by the Option shares granted above; (B) on or any subsidiary for Cause. after the first (1st) anniversary of the date of grant but prior to the second (2nd) anniversary of the date of grant, the number of vested and exercisable Option shares shall equal two thirds (2/3) of the Option shares granted above (rounded up to the nearest whole share); or (C) on or after the second (2nd) anniversary of the date of grant, this Option, to the extent it shall not otherwise have become vested and exercisable, shall automatically become fully and immediately vested and exercisable. View More
Vesting of Option. The Option shall vest (become exercisable) in accordance with the schedule shown in the notice of grant, provided Optionee remains in Continuous Status as a Participant on each vesting date specified therein. Notwithstanding the foregoing vesting schedule, all Options shall become fully vested and exercisable (i) upon termination of Optionee's Continuous Status as a Participant by reason of his or her death or Disability, (ii) upon a Change in Control, unless the Options are assumed by the survi...ving entity or otherwise equitably converted or substituted in connection with the Change in Control; or (iii) if the Options are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, upon the termination of Optionee's employment by the Company without Cause [or Optionee's resignation for "Good Reason" (as defined below)] within one year after the effective date of the Change in Control. [For purposes of this Agreement, "Good Reason" shall mean any of the following, without Optionee's consent: (i) a material diminution in Optionee's Base Salary (other than an across-the-board reduction in base salary that affects all peer employees); (ii) a material diminution in Optionee's authority, duties, or responsibilities; or (iii) the relocation of Optionee's principal office to a location that is more than twenty-five (25) miles from the location of Optionee's principal office on the effective date of the Change in Control; provided, however, that Good Reason shall not include (A) any relocation of Optionee's principal office which is proposed or initiated by Optionee; or (B) any relocation that results in Optionee's principal place office being closer to Optionee's then-current principal residence. A termination by Optionee shall not constitute termination for Good Reason unless Optionee shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than ninety (90) days after the initial occurrence of such event) (the "Good Reason Notice"), and the Company has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Optionee within thirty (30) days following its receipt of such Good Reason Notice. Optionee's date of termination for Good Reason must occur within a period of three hundred and sixty five (365) days after the initial occurrence of an event of Good Reason.]View More
Vesting of Option. The Option shall vest (become exercisable) in accordance with the schedule shown in the notice of grant, provided Optionee remains in Continuous Status as a Participant on each vesting date specified therein. grant. Notwithstanding the foregoing vesting schedule, all Options shall become fully vested and exercisable (i) upon termination of Optionee's Continuous Status as a Participant by reason of his or her death or Disability, (ii) upon a Change in Control, unless the Options are assumed by th...e surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or (iii) if the Options are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, upon the termination of Optionee's employment by the Company without Cause [or Optionee's resignation for "Good Reason" (as defined below)] herein)] within one year after the effective date of the Change in Control. [For purposes of this Agreement, "Good Reason" shall mean any of the following, without Optionee's consent: (i) a material diminution in Optionee's Base Salary (other than an across-the-board reduction in base salary that affects all peer employees); (ii) a material diminution in Optionee's authority, duties, or responsibilities; or (iii) the relocation of Optionee's principal office to a location that is more than twenty-five (25) miles from the location of Optionee's principal office on the effective date of the Change in Control; provided, however, that Good Reason shall not include (A) any relocation of Optionee's principal office which is proposed or initiated by Optionee; or (B) any relocation that results in Optionee's principal place office being closer to Optionee's then-current principal residence. A termination by Optionee shall not constitute termination for Good Reason unless Optionee shall first have delivered to the Company written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than ninety (90) days after the initial occurrence of such event) (the "Good Reason Notice"), and the Company has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Optionee within thirty (30) days following its receipt of such Good Reason Notice. Optionee's date of termination for Good Reason must occur within a period of three hundred and sixty five (365) days after the initial occurrence of an event of Good Reason.] 28 4. Term of Options and Limitations on Right to Exercise. The term of the Options will be for a period of eight years, expiring at 5:00 p.m., Mountain Time, on the eighth anniversary of the Grant Date (the "Expiration Date"). To the extent not previously exercised, the Options will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances: (a) Thirty days after the termination of Optionee's Continuous Status as a Participant for any reason other than by reason of Optionee's death or Disability. (b) Twelve months after termination of Optionee's Continuous Status as Participant by reason of Disability. (c) Twelve months after the date of Optionee's death, if Optionee dies while employed. Upon Optionee's death, the Options may be exercised by Optionee's beneficiary designated pursuant to the Plan. The Committee may, prior to the lapse of the Options under the circumstances described in paragraphs (a), (b) or (c) above, extend the time to exercise the Options as determined by the Committee in writing, but in no event beyond the Expiration Date. If Optionee or his or her beneficiary exercises an Option after termination of service, the Options may be exercised only with respect to the Shares that were otherwise vested on Optionee's termination of service. View More
Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall vest in four (4) equal tranches of 2,500,000 shares per quarter commencing on September 30, 2015.
Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall vest in four (4) equal tranches of 2,500,000 5,000,000 shares per quarter commencing on September 30, 2015.
Vesting of Option. The Option granted hereby shall vest quarterly in four (4) equal quarterly installments of ________, commencing with the quarter ending March 31, 2019 and each subsequent quarter in 2019 through the quarter ending December 31, 2019. Each quarterly vesting shall occur on the date of, and shall be conditioned upon (insert conditions to vesting) 4. Term of Option. The option shall terminate three (3) years from the date of this Agreement. In the event of the death of the Grantee, the Option shall b...e exercisable to the extent exercisable but not exercised as of the date of death and, in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee or, if earlier, within the originally prescribed term of the Option. For purposes hereof, "Business Day" shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York generally are authorized or required by law or other government actions to close.View More
Vesting of Option. The Option granted hereby shall vest quarterly in four (4) equal quarterly installments of ________, commencing with the quarter ending March 31, 2019 ______, 20__ and each subsequent quarter in 2019 20___ through the quarter ending December 31, 2019. ___________, 20__. Each quarterly vesting shall occur on the date of, and shall be conditioned upon (insert conditions to vesting) 4. Term of Option. The option shall terminate three (3) years from the date of this Agreement. In the event of the de...ath of the Grantee, the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and, in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee or, if earlier, within the originally prescribed term of the Option. For purposes hereof, "Business Day" shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York generally are authorized or required by law or other government actions to close. View More
