Common use of Tranche III Performance Options Clause in Contracts

Tranche III Performance Options. One-third (1/3) of the Performance-Vesting Options shall vest and become exercisable, subject to the Optionee’s continued service with the Company or its Subsidiaries as of the date on which the applicable stock price thresholds stated below are achieved (determined in accordance with the “Tranche III Measurement Standard” (as defined below)) (the “Tranche III Performance Options”): (A) one-third (1/3) of the Tranche III Performance Options shall vest and become exercisable upon the first occurrence of the Shares achieving a stock price threshold of $60 per Share; (B) one-third (1/3) of the Tranche III Performance Options shall vest and become exercisable upon the first occurrence of the Shares achieving a stock price threshold of $80 per Share; and (C) one-third (1/3) of the Tranche III Performance Options shall vest and become exercisable upon the first occurrence of the Shares achieving a stock price threshold of $100 per Share. For purposes of this Section 4.2(a)(iii), achievement of the applicable stock price thresholds will be measured based on the average of the per share closing price of a Share as reported on the principal exchange on which the Shares are listed for trading for any sixty (60) consecutive trading days commencing on or after September 30, 2013 (the “Tranche III Measurement Standard”). The applicable Vesting Commencement Date for the Tranche III Performance Options shall be December 31, 2012. In addition, there shall be no proportionate or partial vesting in the periods prior to the applicable stock price thresholds being achieved as provided above, and all vesting shall occur only at such time as the applicable stock price thresholds have been achieved in accordance with the foregoing. Each right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Notwithstanding any fractional number of Shares resulting from the application of the foregoing percentages or vesting provisions below, the Option shall only be exercisable with respect to a whole number of Shares.