Common use of Duration and Exercisability Clause in Contracts

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.

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.; provided, however, that if, in the reasonable judgment of the Compensation Committee of the Company, the transfer of this Option to a Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such Instructions or such Form) contained in the Securities Act of 1933, as amended), or the subsequent exercise of the Option by the Family Member rather than the Employee, would not result in any adverse tax or accounting consequences to the Company, and subject to such requirements as the Company may reasonably impose, including, but not limited, to the requirement that the Family Member acknowledge in writing that the Family Member accepts the same subject to all of the terms and conditions of this Agreement, Employee may, upon notice to the Compensation Committee, so transfer this Option, or any part thereof, to a Family Member, provided further that the Employee may not receive any consideration for such transfer, and the Family Member may not make any subsequent transfers other than by will or by the laws of descent.. (c) Notwithstanding the installment exercise provision set forth in paragraph (a) above and subject to the other terms and conditions set forth hereinherein (including subsection 2(d)), 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.

Duration and Exercisability. (a) Except as provided in paragraphs (c) and (d) below, this option may not be exercised by Employee until the expiration of one seven (17) year years 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 fullAgreement. This option shall terminate in all events seven ten (710) 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; provided, however, that if, in the reasonable judgment of the Compensation Committee of the Company, the transfer of this Option to a Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such Instructions or such Form) contained in the Securities Act of 1933, as amended), or the subsequent exercise of the Option by the Family Member rather than the Employee, would not result in any adverse tax or accounting consequences to the Company, and subject to such requirements as the Company may reasonably impose, including, but not limited, to the requirement that the Family Member acknowledge in writing that the Family Member accepts the same subject to all of the terms and conditions of this Agreement, Employee may, upon notice to the Compensation Committee, so transfer this Option, or any part thereof, to a Family Member, provided further that the Employee may not receive any consideration for such transfer, and the Family Member may not make any subsequent transfers other than by will or by the laws of descent. (c) Notwithstanding subsection 2(a), the installment exercisability of this option shall accelerate, and this option shall become exercisable with respect to the cumulative number of shares subject to this option as are set forth in the second column below, in the event that (i) the closing price of the Company’s Common Stock as reported for composite transactions, if the Common Stock is then traded on a national securities exchange, (ii) the last sale price if the Common Stock is then quoted on the Nasdaq, or (iii) the average of the closing representative bid and asked prices of the Common Stock as reported on the OTC Bulletin Board or another interdealer quotation system, for any 20 consecutive trading days, equals or exceeds the price set forth in the first column below (but as hereafter adjusted to reflect any stock split, stock dividend or other recapitalization in the Common Stock of the ): $7.00 50,000 $8.0 100,000 $9.25 150,000 $11.00 200,000 $13.00 250,000 (d) Notwithstanding the exercise provision set forth in paragraph (a) above and subject to the other terms and conditions set forth hereinherein (including subsection 2(e)), 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.

Duration and Exercisability. (a) Except as provided in paragraphs (c) and (e) below, this option may not be exercised by Employee Optionee until the expiration of one (1) year from the date of this Agreement grant, 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 terminate ten (710) years after the date of grant. Subject to the other terms and conditions set-forth herein, this Agreement.option may be exercised by Optionee in cumulative installments as follows: ========================================================================== Cumulative percentage of On or after each of the shares as to which option is following dates exercisable -------------------------------------------------------------------------- June 1, 1997 33.3% -------------------------------------------------------------------------- June 1, 1998 66.6% -------------------------------------------------------------------------- June 1, 1999 100.0% ========================================================================== (b) During the lifetime of EmployeeOptionee, the option shall be exercisable only by Employee Optionee and shall not be assignable or transferable by EmployeeOptionee, 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 2 granted on the date of a “Change "change of Control” control" as hereinafter defined. For purposes hereofNotwithstanding the provisions of the Plan, a “Change in Control” "change of control" shall mean: (i) mean the public announcement (which, for purposes date on which the Board of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) Directors of the Exchange Act) by Company, in its sole and absolute discretion, determines that a significant change in the stock ownership of the Company or any “person” (as such term is used in Sections 13(d) and 14(d) the ownership of substantially all 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 assets of the Company representing 51% has occurred, whether or more of not a "Corporate Change" shall be deemed to have occurred under the combined voting power of 1996 Stock Option Plan (the Company’s then outstanding securities"Plan"). (iid) the commencement of or public announcement of an intention to make a tender or exchange offer for 51% or more In consideration of the then outstanding shares of Common Stock grant of the Company. (iii) option provided in Section 1 hereof, the majority Optionee agrees that upon exercise of the option, in whole or in part, the Optionee at the election of the Board of Directors determine in their sole shall enter into and absolute discretion that there has been a change in control be bound by the terms and provisions of such agreements among stockholders generally as the CompanyBoard shall designate. (de) Notwithstanding any other provision set forth hereinthe foregoing, this option however, the Optionee's right to exercise the Option shall not be exercisable for the first time by Employee except in accordance with subject to satisfaction of the requirements of subsection (b)(7under Section 2(e) of Section 422 of the Code.SCP Option (related to performance based vesting) and the option may be exercised only to the same percentage that the SCP Option is exercisable. The "SCP Option" shall mean the option granted on the date hereof to the Optionee by SCP Communication, Inc.