Vesting Schedule Clause Example with 4 Variations from Business Contracts

Vesting Schedule. (a) General Vesting. This option shall will become exercisable ("vest") as to [ ] ]% of the shares underlying the option original number of Shares on [ ] (the "Vesting Commencement Date") and as to an additional [ ] ]% of the original number of shares on Shares at the first day end of each successive month thereafter [ ] period following the Vesting Commencement Date until [ ]. (b) The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the ma...ximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. (c) Notwithstanding anything herein to the contrary, if, on or prior to the first anniversary (b) Change of the date of the consummation of Control. If, following a Change of Control Event (as defined below), the Participant's employment with the Company is terminated (i) by the Company Company, or its successor, without Cause (as defined in Section 3(e) below) or (ii) by the Participant resigns as an employee of the Company for Good Reason (as defined below), in either case prior to the one year anniversary of such Change of Control, all of the then unvested Shares not already vested shall automatically vest and become exercisable, and may thereafter be exercised for 12 months (or if sooner, until the option shall be exercisable in full upon the effective date expiration of such termination or resignation. (d) this option). For the purposes of this option, a agreement, "Change of Control Event" Control" shall mean (i) the consolidation or merger of the Company with or into any other corporation or other entity (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the outstanding securities entitled to vote generally in the election of directors of the Company ("Company Voting Securities") immediately prior to such transaction beneficially own, directly or indirectly, a majority more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction in substantially the same proportions as their ownership of Company Voting Securities immediately prior to such merger or consolidation ), or transaction), (ii) the sale of all or substantially all of the properties and assets of the Company as an entirety to any other corporation person, or other entity. (e) (iii) the sale or transfer, in a single transaction or series of related transactions, of outstanding capital stock representing at least a majority of the voting power of the outstanding capital stock of the Company immediately following such transaction; provided that, to the extent necessary for compliance with Section 409A, the Change of Control must also be a change in ownership or effective control of the Company (within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or any successor regulation). For the purposes of this option, agreement, "Good Reason" shall have the meaning set forth in any employment, severance, or other agreement between the Participant and the Company, and if no such other definition exists, then "Good Reason" shall mean the occurrence, without the Participant's written consent, of any action on the part of the Company following events or a successor in interest not consented to by the Participant in writing (which action shall not have been cured within thirty (30) days following written notice from the Participant to the Company's Board of Directors and the Company's Chief Executive Officer (or the Board of Directors and Chief Executive Officer of the Company's successor in interest, if applicable) specifying that such action will give rise to a termination of employment for Good Reason) having the following effect or effects: (i) circumstances: (1) a material diminution in the Participant's responsibilities from and after the Change of Control Event; (ii) authority, duties or responsibilities; (2) a material reduction diminution in the Participant's base salary from and after except to the Change of Control Event, other than a extent that such reduction comparable to reductions generally applicable to similarly situated employees affects all executive officers (or employees, as applicable) of the Company; or (iii) Company to a comparable extent; (3) a material change by the Company's requiring the Participant's ongoing and regular services to be performed at a location more than fifty (50) miles from Company in the geographic location at which the Participant was providing services before performs the Participant's principal duties for the Company; or (4) any action or inaction by the Company that constitutes a material breach of this agreement. Notwithstanding the occurrence of any event or circumstance described in the foregoing clauses (1) through (4) above or anything else to the contrary in this agreement, no such requirement; provided, however, event or circumstance shall be deemed to constitute Good Reason (and no termination of employment by the Participant in connection therewith shall constitute a termination for Good Reason) unless (x) no later than 90 days after the first occurrence of such event or circumstance, the Participant shall have delivered to the Company a notice of termination that specifies that the Participant must give written notice is terminating employment with respect to the proposed Company for Good Reason within thirty (30) days after and describes in reasonable detail the action first occurs event or circumstance alleged to constitute Good Reason and that the Participant actually leaves employment within forty-five (45) days after (y) the Company fails to fully correct such event or circumstance within the 30-day period following the date of delivery of such notice. If the Company does not fully correct such event or circumstance during the 30-day cure period contemplated by the proposed foregoing clause (y), the notice of termination for Good Reason. Reason given by the Participant shall become effective, and the Participant's employment will end, on the later of such 30th day or the date of termination specified in such notice, but not more than 120 days after the date of delivery of such notice of termination. View More

Vesting Schedule. (a) This option shall become exercisable ("vest") as to [ ] of the shares underlying the option on [ ] and as to an additional [ ] of the original number of shares on the first day of each successive month [ ] thereafter until [ ]. (b) The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlie...r of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. (c) Notwithstanding 1[Notwithstanding anything herein to the contrary, if, on or prior the option shall automatically vest with respect to the first anniversary all of the date of Shares not already vested and shall become exercisable in full upon the consummation of a Change of Control Event (as defined below), the Participant's employment with the Company is terminated by the Company without Cause (as defined below) or the Participant resigns as an employee of the Company for Good Reason (as defined below), all of the Shares not already vested shall automatically vest and the option shall be exercisable in full upon the effective date of such termination or resignation. Event. (d) For the purposes of this option, a "Change of Control Event" shall mean (i) the consolidation or merger of the Company with or into any other corporation or other entity (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of outstanding securities entitled to vote generally in the election of directors of the Company ("Company Voting Securities") immediately prior to such transaction beneficially own, directly or indirectly, a majority of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction in substantially the same proportions as 1 Include Sections 2(c) and (d) if change of control acceleration desired. their ownership of Company Voting Securities immediately prior to such merger or consolidation ), or (ii) the sale of all or substantially all of the assets of the Company to any other corporation or other entity. (e) For the purposes of this option, "Good Reason" shall mean any action on the part of the Company or a successor in interest not consented to by the Participant in writing (which action shall not have been cured within thirty (30) days following written notice from the Participant to the Company's Board of Directors and the Company's Chief Executive Officer (or the Board of Directors and Chief Executive Officer of the Company's successor in interest, if applicable) specifying that such action will give rise to a termination of employment for Good Reason) having the following effect or effects: (i) a material diminution in the Participant's responsibilities from and after the Change of Control Event; (ii) a material reduction in the Participant's base salary from and after the Change of Control Event, other than a reduction comparable to reductions generally applicable to similarly situated employees of the Company; or (iii) the Company's requiring the Participant's ongoing and regular services to be performed at a location more than fifty (50) miles from the geographic location at which the Participant was providing services before such requirement; provided, however, that the Participant must give written notice with respect to the proposed Good Reason within thirty (30) days after the action first occurs and that the Participant actually leaves employment within forty-five (45) days after the Company fails to cure the proposed Good Reason. entity.] View More

Vesting Schedule. (a) This option shall become exercisable ("vest") as to [ ] of the shares underlying the option on [ ] and as to an additional [ ] of the original number of shares on the first day of each successive month [ ] thereafter until [ ]. (b) The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlie...r of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. (c) Notwithstanding 1[Notwithstanding anything herein to the contrary, if, on or prior the option shall automatically vest with respect to the first anniversary all of the date of Shares not already vested and shall become exercisable in full upon the consummation of a Change of Control Event (as defined below), the Participant's employment with the Company is terminated by the Company without Cause (as defined below) or the Participant resigns as an employee of the Company for Good Reason (as defined below), all of the Shares not already vested shall automatically vest and the option shall be exercisable in full upon the effective date of such termination or resignation. Event. (d) For the purposes of this option, a "Change of Control Event" shall mean (i) the consolidation or merger of the Company with or into any other corporation or other entity (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of outstanding securities entitled to vote generally in the election of directors of the Company ("Company Voting Securities") immediately prior to such transaction beneficially own, directly or indirectly, a majority of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction in substantially the same proportions as their ownership of Company Voting Securities immediately prior to such merger or consolidation ), or (ii) the sale of all or substantially all of the assets of the Company to any other corporation or other entity. (e) For the purposes entity.] 1 Include Sections 2(c) and (d) if change of this option, "Good Reason" shall mean any action on the part of the Company or a successor in interest not consented to by the Participant in writing (which action shall not have been cured within thirty (30) days following written notice from the Participant to the Company's Board of Directors and the Company's Chief Executive Officer (or the Board of Directors and Chief Executive Officer of the Company's successor in interest, if applicable) specifying that such action will give rise to a termination of employment for Good Reason) having the following effect or effects: (i) a material diminution in the Participant's responsibilities from and after the Change of Control Event; (ii) a material reduction in the Participant's base salary from and after the Change of Control Event, other than a reduction comparable to reductions generally applicable to similarly situated employees of the Company; or (iii) the Company's requiring the Participant's ongoing and regular services to be performed at a location more than fifty (50) miles from the geographic location at which the Participant was providing services before such requirement; provided, however, that the Participant must give written notice with respect to the proposed Good Reason within thirty (30) days after the action first occurs and that the Participant actually leaves employment within forty-five (45) days after the Company fails to cure the proposed Good Reason. control acceleration desired. View More

Vesting Schedule. (a) This option shall will become exercisable ("vest") as to [ ] 25% of the shares underlying original number of Shares on the option on [ ] first anniversary of the Vesting Commencement Date (as defined below) and as to an additional [ ] 2.0833% of the original number of shares on Shares at the first day end of each successive month thereafter following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. On the fourth anniversary... of the Vesting Commencement Date, this option will be exercisable as to all Shares. For purposes of this Agreement, "Vesting Commencement Date" shall mean [ ]. (b) The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. (c) Notwithstanding anything herein to the contrary, if, during the one year period commencing on or prior to the first anniversary of the date of the consummation of a Change of Control Event (as defined below), the Participant's employment with the Company is terminated by the Company without Cause (as defined below) or the Participant resigns as an employee of the Company for Good Reason (as defined below), all of the Shares not already vested shall automatically vest and the option shall be exercisable in full upon the effective date of such termination or resignation. (d) For If the purposes Participant is party to an employment or severance agreement with the Company that contains a definition of "Change of Control Event" or "Good Reason," as the case may be, then such terms in this option, option shall have the meanings ascribed to such terms in such agreement. Otherwise, such terms shall have the following meanings: (a) a "Change of Control Event" shall mean (i) the consolidation or merger of the Company with or into any other corporation or other entity (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of outstanding securities entitled to vote generally in the election of directors of the Company ("Company Voting Securities") immediately prior to such transaction beneficially own, directly or indirectly, a majority more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction in substantially the same proportions as their ownership of Company Voting Securities immediately prior to such merger or consolidation ), or (ii) the sale of all or substantially all of the properties and assets of the Company to any other corporation or other entity. (e) For the purposes of this option, person, and (b) "Good Reason" shall mean any action on the part of the Company or a successor in interest not consented to by the Participant in writing (which action shall not have been cured within thirty (30) days following written notice from the Participant to the Company's Board of Directors and the Company's Chief Executive Officer (or the Board of Directors and Chief Executive Officer of the Company's successor in interest, if applicable) specifying that such action will give rise to a termination of employment for Good Reason) having the following effect or effects: (i) a material diminution in the Participant's responsibilities from and after the Change of Control Event; (ii) a material reduction in the Participant's base salary from and after the Change of Control Event, other than a reduction comparable to reductions generally applicable to similarly situated employees of the Company; or (iii) the Company's requiring the Participant's ongoing and regular services to be performed at a location more than fifty (50) miles from the geographic location at which the Participant was providing services before such requirement; provided, however, that the Participant must give written notice with respect to the proposed Good Reason within thirty (30) 30 days after the action first occurs and that the Participant actually leaves employment within forty-five (45) 45 days after the Company fails to cure the proposed Good Reason. View More