Duration and Exercisability Sample Clauses
The "Duration and Exercisability" clause defines the period during which a contractual right, such as an option or warrant, remains valid and can be exercised by the holder. Typically, this clause specifies the start and end dates of exercisability, any conditions that must be met before exercise is permitted, and may outline circumstances that could accelerate or terminate the right. By clearly establishing the timeframe and conditions for exercising rights, this clause ensures both parties understand their obligations and opportunities, thereby preventing disputes over timing and enforceability.
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Duration and Exercisability. (a) Subject to the terms and conditions set forth in this Agreement and the Plan, and Grantee being an employee of the Company or its direct or indirect subsidiaries, if any, on each applicable vesting date, the Option shall vest on, and may be exercised by Grantee on the vesting dates, and in accordance with the vesting schedule, set forth on Exhibit A to this Agreement. Notwithstanding the foregoing or anything set forth on Exhibit A to this Agreement, vesting of the Option shall immediately cease upon the occurrence of any of the events provided for in Sections 3(a)-(d), as applicable.
(b) Except as permitted pursuant to the Plan, (i) during the lifetime of Grantee, the Option shall be exercisable only by Grantee or, if permissible under applicable law, by ▇▇▇▇▇▇▇’s guardian or legal representative, (ii) the Option shall not be assignable or transferable by Grantee, other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code, Title I of the Employee Retirement Income Security Act, or the rules promulgated thereunder, and (iii) the Option may not be sold, assigned, transferred or otherwise disposed of, or pledged, alienated, attached, hypothecated, or otherwise encumbered in any manner (whether by operation of law or otherwise), and will not be subject to execution, attachment or other process. Any purported sale, assignment, transfer, pledge, alienation, attachment or encumbrance in violation of the terms of this Agreement or the Plan shall be void and unenforceable against the Company or any of its subsidiaries. Any sale, assignment, transfer, pledge, hypothecation, or other disposition of the Option or any attempt to make any such levy of execution, attachment or other encumbrance will cause the Option to terminate immediately, unless the Board of Directors of the Company or the Committee (as defined in the Plan), in their sole and absolute discretion for any reason or no reason at any time and from time to time, specifically waives applicability of this provision.
(c) Notwithstanding any other provisions in this Agreement or the Plan, the Option shall expire and terminate, and shall cease to be exercisable, on the expiration date set forth on Exhibit A to this Agreement (the “Expiration Date”).
(d) The Company assumes no responsibility for individual income taxes, penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of...
Duration and Exercisability. A. This option may not be exercised by Employee until the expiration of two (2) years from the date of grant, and this option shall in all events terminate ten (10) years after the date of grant. During the first two years from the date of grant of this option, no portion of this option may be exercised. Thereafter this option shall become exercisable in four cumulative installments of 25% as follows: Total Portion of Option Date Which is Exercisable ---- -------------------- Two Years after Date of Grant 25% Three Years after Date of Grant 50% Four Years after Date of Grant 75% Five Years after Date of Grant 100% In the event that Employee does not purchase in any one year the full number of shares of Common Stock of the Company to which he/she is entitled under this option, he/she may, subject to the terms and conditions of Section 3 hereof, purchase such shares of Common Stock in any subsequent year during the term of this option.
B. During the lifetime of the Employee, the option shall be exercisable only by him/her and shall not be assignable or transferable by him/her otherwise than by will or the laws of descent and distribution.
Duration and Exercisability. (a) This Option shall vest and become exercisable in accordance with the schedule set forth on the Agreement. This Option shall in all events terminate seven (7) years after the date of grant, if not earlier in the event of termination of employment.
(b) Notwithstanding the provisions contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, this Option shall become fully vested and exercisable on the date of a “Change in Control” (as hereinafter defined). For purposes of the Agreement and this Exhibit A to the Agreement, the following terms shall have the definitions set forth below:
Duration and Exercisability. A. No portion of this Option may be exercised by Employee until the first anniversary of the Date of Grant and then only in accordance with the Vesting Schedule set forth below. In no event shall this Option or any portion of this Option be exercisable following the tenth anniversary of the Date of Grant.
Duration and Exercisability. (a) Except as provided in paragraph 3(b) or 4(b) below, this Option may not be exercised by Employee until the expiration of one (1) year from the date hereof and shall become exercisable on the first anniversary of the date hereof with respect to 25% of the shares subject hereto and with respect to an additional cumulative 25% of the shares subject to this Option on the anniversary of the date hereof in each year thereafter until the fourth anniversary of the date hereof when this Option shall be exercisable in full. This Option shall terminate in all events five (5) years after the date of grant.
(b) Notwithstanding Section 3(a), the exercisability of this Option shall be accelerated, and this Option shall become exercisable with respect to all of the shares subject to this Option on the date of, and in the event of, an Adverse Change in Employee’s employment after a Change In Control.
(c) During the lifetime of Employee, the Option shall be exercisable only by Employee and shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution.
Duration and Exercisability. (a) Subject to the terms and conditions set forth herein, this Option shall become exercisable by the Optionee for the following installments of shares of Common Stock in accordance with the following schedule. The Optionee must be employed by the Company on the relevant anniversary date set forth below in order for the corresponding installment to become exercisable. As the Option becomes exercisable for such installment, those installments shall accumulate and the Option shall remain exercisable for the accumulated installments until the Option expires pursuant to Section 1 or terminates pursuant to Section 3 or Section 4. Shares for Which Option is Exercisable Date Percentage Number [1st anniversary of grant date] 25% [____] [2nd anniversary of grant date] 25% [____] [3rd anniversary of grant date] 25% [____] [4th anniversary of grant date] 25% [____]
(b) During the lifetime of Optionee, the Option shall be exercisable only by Optionee and shall not be assignable or transferable by Optionee, other than as provided for in accordance with the provisions of Section 4(c) of this Agreement.
Duration and Exercisability. The Option is subject to the following terms and conditions:
(a) The Option may not be exercised by Optionee except as set forth herein, and the Option shall in all events terminate ten (10) years from the date hereof (the “Termination Date”).
(b) The Option shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution.
(c) Subject to the Optionee’s continued employment with Company or any of its subsidiaries, the Option shall vest and may be exercised by Optionee in cumulative installments as follows, which cannot exceed 100% of the Shares subject to the Option: On or after each of the following dates Percentage of Shares as to which the Option is exercisable If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share. Except as otherwise described in Section 3(c) of this Agreement, during the lifetime of Optionee, the Option shall be exercisable only by Optionee. The vesting of the Option is subject to acceleration under the circumstances described in Sections 2(d) and 3(c).
(d) The Company shall have the discretion to determine the treatment of the Option upon the occurrence of a Change in Control. Notwithstanding the foregoing and the provisions of subparagraph 2(c) above, if a Change in Control occurs, the Option shall automatically accelerate and become fully exercisable in the event that within twelve months following the Change in Control the employee is terminated without Substantial Cause or leaves the Company for Good Reason. Good Reason, except as otherwise provided in the Employment Agreement, shall mean the occurrence of any one or more of the following:
I. the assignment to Optionee of any duties inconsistent in any respect with his/her position (including status, offices, titles, and reporting requirements), authorities, duties, or other responsibilities as in effect immediately prior to the Change in Control of the Company or any other action of the Company which results in a diminishment in such position, authority, duties, or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Company promptly after receipt of notice thereof given by Optionee;
II. a reduction by the Company in Optionee's base salary as in effect on the date hereof and as the same shall be increased from time to time hereafter; or
III. the failure by the Company to (A) cont...
Duration and Exercisability. A. This option may not be exercised by Employee until the expiration of one (1) year from the date of grant, and this option shall in all events terminate ten (10) years after the date of grant. During the first year from the date of grant of this option, no portion of this option may be exercised. Thereafter this option shall become exercisable in four cumulative installments of 25% as follows: One Year after Date of Grant 25% Two Years after Date of Grant 50% Three Years after Date of Grant 75% Four Years after Date of Grant 100% In the event that Employee does not purchase in any one year the full number of shares of Common Stock of the Company to which he/she is entitled under this option, he/she may, subject to the terms and conditions of Section 3 hereof, purchase such shares of Common Stock in any subsequent year during the term of this option.
B. During the lifetime of the Employee, the option shall be exercisable only by him/her and shall not be assignable or transferable by him/her otherwise than by will or the laws of descent and distribution.
Duration and Exercisability. A. No portion of this Option may be exercised by Nonemployee Director until the first anniversary of the Date of Grant, and then only in accordance with the Vesting Schedule set forth below. In no event shall this Option or any portion of this Option be exercisable following the tenth anniversary of the Date of Grant. Vesting Schedule Vesting Date Portion of Option Exercisable First Anniversary of Date of Grant 25% Second Anniversary of Date of Grant 50% Third Anniversary of Date of Grant 75% Fourth Anniversary of Date of Grant 100% If Nonemployee Director does not purchase in any one year the full number of shares of Common Stock of the Company to which Nonemployee Director is entitled under this Option, Nonemployee Director may, subject to the terms and conditions of Section 3, purchase such shares of Common Stock in any subsequent year during the term of this Option. This Option shall expire as of the close of trading at the national securities exchange on which the Common Stock is traded (“Exchange”) on the tenth anniversary of the Date of Grant, or if Nonemployee Director Stock Option Grant the Exchange is closed on the anniversary date, or the Common Stock of the Company is not trading on said anniversary date, such earlier business day on which the Common Stock is trading on the Exchange.
B. During the lifetime of Nonemployee Director, the Option shall be exercisable only by Nonemployee Director and shall not be assignable or transferable by Nonemployee Director otherwise than (i) by will or the laws of descent and distribution, or (ii) by designating a beneficiary or beneficiaries (in a manner established by the Management Organization and Compensation Committee of the Board of Directors of the Company (the “Committee”)) to exercise the rights of Nonemployee Director and receive any property distributable with respect to the Option upon the death of the Nonemployee Director (any person to whom the Option has been transferred pursuant to this Section 2B, a “Transferee”). The Transferee shall be subject to the provisions of the Agreement, and, as a condition to the transfer of the Option becoming effective, the Transferee shall agree to be bound by the provisions of this Agreement.
C. Under no circumstances may the Option or any portion of the Option granted by this Agreement be exercised after the term of the Option expires.
Duration and Exercisability. (a) Except as provided in paragraphs (c) below, this option may not be exercised by Employee until the expiration of one (1) year from the date of this Agreement and shall become exercisable on the first anniversary of the date hereof with respect to 25% of the shares subject to this option (as set forth in paragraph 1 above) and with respect to an additional cumulative 25% of the shares subject to this option on the anniversary of the date hereof in of each year thereafter until the fourth anniversary of the date hereof when this option shall be exercisable in full. This option shall terminate in all events seven (7) years after the date of this Agreement.
(b) During the lifetime of Employee, the option shall be exercisable only by Employee and shall not be assignable or transferable by Employee, other than by will or the laws of descent and distribution.
(c) Notwithstanding the installment exercise provision set forth in paragraph (a) above and subject to the other terms and conditions set forth herein, this option may be exercised as to 100% of the shares of Common Stock of the Company for which this option was granted on the date of a “Change of Control” as hereinafter defined. For purposes hereof, a “Change in Control” shall mean:
(i) the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that such person has become the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 51% or more of the combined voting power of the Company’s then outstanding securities.
(ii) the commencement of or public announcement of an intention to make a tender or exchange offer for 51% or more of the then outstanding shares of Common Stock of the Company.
(iii) the majority of the Board of Directors determine in their sole and absolute discretion that there has been a change in control of the Company.
(d) Notwithstanding any other provision set forth herein, this option shall not be exercisable for the first time by Employee except in accordance with the requirements of subsection (b)(7) of Section 422 of the Code.