Common use of Exercisability of Vested Options Clause in Contracts

Exercisability of Vested Options. (a) Options that are not vested may not be exercised. Vested Options may be exercised in accordance with procedures established by the Committee. The Committee may from time to time prescribe periods during which the vested Options shall not be exercisable. (b) Unless the Committee determines otherwise, and except as provided in Paragraph 5(f), any outstanding vested Options shall cease to be exercisable, and your rights in respect of such Options shall immediately terminate, if prior to the exercise of such Options: (i) any of the events specified in Paragraph 4(c)(i)(B) or (C), or Paragraph 4(d)(ii)(A) or (B), have occurred; or (ii) you fail to certify to GS Inc., in accordance with procedures established by the Committee, with respect to each Option exercise date that you have complied, or the Committee determines that you in fact have failed as of such Option exercise date to comply, with all the terms and conditions of this Award Agreement. By accepting the delivery of Shares upon exercise of any Options, you shall be deemed to have represented and certified at such time that you have complied with all the terms and conditions of this Award Agreement.