Vesting - When Exercisable Contract Clauses (19)

Vesting - When Exercisable. (a) The Options shall vest on _________, subject to the Optionee's continued service with the Company in the capacity for which the Options were granted on the applicable vesting date. Any fractional vesting shall be rounded up to the extent necessary. Notwithstanding any other provision in this Agreement, the Options shall vest immediately on the occurrence of a Change of Control as defined under the Plan (a "Triggering Event"); provided, however, that there shall be no immediate vesting under ...romanette (ii) of the definition of Change of Control if the directors serving just prior to the Triggering Event remain the majority of the Board after the Triggering Event. Additionally, all Options shall vest immediately (subject to the preceding sentence) on the date the Company publicly announces, by press release, by disclosure in a filing with the Securities and Exchange Commission or otherwise (the "Public Announcement"), its intention to sell substantially all of the Company's assets or to enter into a merger or consolidation as described in clauses (i) and (ii) under the definition of Change of Control in the Plan. If the Optionee exercises the Options within 10 calendar days from the date of the Public Announcement, the Optionee shall be deemed a record holder of the shares underlying the Options as of the record date of the Change of Control. 1 (b) Subject to Sections 3(c) and 4 of this Agreement, the vested Options may be exercised until 6:00 p.m. New York time for 10 years from the Grant Date (the "Expiration Date"). (c) Notwithstanding any other provision of this Agreement, at the discretion of the Board, all Options, whether vested or unvested, shall be immediately forfeited and no longer exercisable if any of the following events occur: (1) The Optionee purchases or sells securities of the Company in violation of the Company's insider trading guidelines then in effect; (2) The Optionee breaches any duty of confidentiality including that required by the Company's insider trading guidelines then in effect; (3) The Optionee competes with the Company; or (4) The Optionee recruits Company personnel for another entity or business within 24 months following termination of services. View More

Vesting - When Exercisable. (a) The Options shall vest quarterly in equal increments over one year beginning as of November 15, 2018, subject to continued service as an officer of the Company on each applicable vesting date and further subject to the Optionee executing this Agreement. In lieu of fractional vesting, the shares shall be rounded up each time until fractional shares are eliminated. 1 (b) Subject to Sections 3(c) and 4 of this Agreement, vested Options may be exercised until 6:00 p.m. New York time for five yea...rs from the Grant Date (the "Expiration Date"). (c) Notwithstanding any other provision of this Agreement, in accordance with Section 24(a) of the Plan, at the discretion of the Board or the Compensation Committee (as defined in the Plan), all Options, whether vested or unvested, will be subject to forfeiture. (d) No disposition of the Common Stock shall be made within two years of the date of grant or within one year of the date of exercise. View More

Vesting - When Exercisable. (a) The Options shall vest in three equal annual increments with the first vesting date being one year from the Grant Date, subject to the Optionee's continued service as ____________ on each applicable vesting date. Any fractional vesting shall be rounded up to the extent necessary. Notwithstanding any other provision in this Agreement, the Options shall vest immediately on the occurrence of a Change of Control as defined under the Plan. In the event of a Change of Control, the Options shall be... assumed or substituted by the successor corporation or a parent or subsidiary of the successor corporation. If the successor corporation refuses to assume or substitute for the Options, all Options immediately prior to the closing of the Change of Control event will automatically be exercised by a net exercise of the Options, under which the Company will not require a payment of the exercise price of the Options in cash but will reduce the number of shares of stock issued upon exercise by a whole number of shares based upon the price paid per share by the successor corporation. For example, if the successor corporation pays $2.00 per share and your exercise price is $0.50, if you hold 1,000 options, the Company will issue you 750 shares immediately prior to the Change of Control event. If the successor corporation pays a price per share which is below the exercise price under Section 2, then the Options will terminate immediately upon the Change of Control event if they are not assumed. If the successor corporation pays a price per share which is below the exercise price under Section 2, then the Options will terminate immediately upon the Change of Control event if they are not assumed. (b) Subject to Section 24 of the Plan, any of the vested Options may be exercised prior to and until 6:00 p.m. New York time five years from the Grant Date (the "Expiration Date"). None of the Options may be exercised prior to vesting. (c) Notwithstanding any other provision of this Agreement, upon resolution of the Board or the Committee (as defined in the Plan), the Options, whether vested or unvested, shall be immediately forfeited if any of the events specified in Sections 24(a) or (b) of the Plan, as applicable, occur. View More