Option Vesting Options shall vest as follows: (a) 100% of the Options shall vest on the 1st anniversary of the Grant Date; (b) In the event of any change in control, merger or consolidation between the Company and any other entity (other than one in which the stockholders of the Company prior to such transaction receive, in exchange for their Company shares, stock of the surviving corporation and such stock constitutes more than 50% of the outstanding stock of the surviving corporation following such transaction), or any sale by the Company of all or substantially all of its assets, all Options then held by the Director that have not theretofore vested shall vest five days prior to the earlier of (i) the record date, if any, for such transaction and (ii) the closing date of such transaction, both subject to Section 4(a).
Stock Vesting Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the Company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years.
Time Vesting The restrictions shall lapse with respect to the Shares of Restricted Stock covered by this Award, in the installments set forth in the Award Agreement, provided that G▇▇▇▇▇▇’s service as a Director of the Company and its Subsidiaries continues through the specified dates.
Performance Vesting Within sixty (60) days following the completion of the Performance Period, the Plan Administrator shall determine the applicable number of Performance Shares in accordance with the provisions of the Award Notice and Schedule I attached thereto.
Vesting No portion of this Option shall vest prior to the dates indicated below. Subject to Section 4 hereof, on or after the date of grant and the following dates this Option may be exercised up to the indicated percentage of shares covered by this Option: Percentage of Each Priced Option Initially Cumulative Percentage Date Exercisable Exercisable ------------------------------------------------------------------------------------------------- Effective Date 25% 25% First Anniversary of Effective Date 25% 50% Second Anniversary of Effective Date 25% 75% Third Anniversary of Effective Date 25% 100% Subject to earlier termination under Section 4 hereof, at any time after the third anniversary of the Effective Date, but no later than the Expiration Date, Optionee may purchase all or any part of the shares subject to this Option which Optionee theretofore failed to purchase. The grant of 300,000 of the 400,000 options (including 100,000 options exercisable at $18) which are the subject of this option are expressly subject to the approval by the stockholders of the Company of such grant and, accordingly, none of the options vesting after the Effective Date may be exercised unless and until such approval has been obtained. In each case the number of shares which may be purchased shall be calculated to the nearest full share. Notwithstanding the foregoing, the options granted hereby shall become fully exercisable prior to the scheduled dates above (subject, however, to the provisions of the paragraph relating to stockholder approval) if Executive's employment with the Company pursuant to the terms of his employment agreement with the Company of even date herewith (the "Employment Agreement") is terminated prior to the expiration of the term by the Company without cause or by Executive for good reason (as defined in the Employment Agreement) or due to a Change of Control (as defined in the Employment Agreement). Further, if Executive has not been offered appointment as chief executive officer of the Company by December 31, 1999, and as a result terminates his employment on or before March 31, 2000, then the options which would have vested on January 1, 2001 shall become vested concurrently with such termination. The payments that Executive shall be entitled to receive upon the exercise of the options covered hereby and under his Employment Agreement shall in all events be limited by the provisions of Section 280G of the Internal Revenue Code ("Code") and the regulations thereunder (or their then equivalents) and no payment shall be made (and no option vesting accelerated) that would have the result of limiting the deductibility of such payments by the Company that would result in the imposition of an excise tax under Section 4999 of the Code.