Common use of Right to Exercise Vesting Clause in Contracts

Right to Exercise Vesting. This Option may be exercised prior to its expiration to the extent it is vested with respect to any Option Shares in accordance with Section 3. Subject to Section 5(b), this Option shall vest with respect to 25% of the Option Shares on each of the first, second, third and fourth anniversary of the Grant Date (each a “Vesting Date”). Notwithstanding the vesting schedule in the immediately preceding sentence, if, prior to a Vesting Date, the Optionee’s employment with the Company or one of its Subsidiaries is terminated at any time due to death or Disability, or, other than within one year after a Change in Control, by the employer without Cause or by the Optionee for Good Reason (the date of such termination of employment, the “Termination Date”), then the Option shall vest with respect to 50% of the Option Shares as to which the Option was otherwise eligible to vest on the Vesting Date immediately following the Termination Date and the remaining portion of the Option with respect to which the Option has not vested as of the Termination Date shall be forfeited and cancelled as of the Termination Date.