Vesting and Exercisability Clause Samples

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries of the Start Date (as defined in the Employment Agreement). (b) If the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. Except as otherwise provided in Section 6, this Option shall vest and become exercisable with regard to the following percentages of the aggregate number of shares of Common Stock subject to this Option, rounded to the nearest whole number of shares, on the vesting dates set forth below, unless the Holder’s Severance has occurred prior to the applicable vesting date: One year after the Grant Date 33% Two years after the Grant Date 66% Three years after the Grant Date 100%

Vesting and Exercisability. Subject to the terms and conditions set forth herein, the Options shall become fully vested on the vesting date set forth in the Award Summary (the “Vesting Date”) and shall be exercisable from the Vesting Date through the expiration date set forth in the Award Summary (the “Expiration Date”). Options may vest only while the Participant is actively employed by the Company. Once vested and exercisable, and until terminated, all or any portion of the Options may be exercised from time to time and at any time under procedures that the Committee or its delegate shall establish from time to time, including, without limitation, procedures regarding the frequency of exercise and the minimum number of Options which may be exercised at any time.

Vesting and Exercisability. No portion of this Stock Option may be exercised until such portion shall have become vested; at which time the vested portion of the Stock Option shall be exercisable. (a) Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, 25% of the Stock Options shall vest on the first anniversary of the Grant Date, and an additional 2.0833% of the Stock Options shall vest upon completion of each 1-month period thereafter (with fractions of a Stock Option rounded to the nearest whole number), subject to the Optionee remaining in a Service Relationship on each vesting date. (b) Upon termination for Cause (as defined below) of the Optionee’s Service Relationship, this Stock Option shall be forfeited in its entirety, regardless of the Optionee’s period of employment following the Grant Date, and the Optionee shall have no further rights under this Option. For purposes of this Agreement, “Cause” shall mean, unless otherwise provided in an employment or other service agreement between the Company and the Optionee, a determination by the Administrator that the Optionee has been dismissed as a result of (i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company.

Vesting and Exercisability. (a) Except as otherwise provided in the Plan or Section 2(b) of this Agreement, the Options shall become vested in four equal annual installments on each of the first through fourth anniversaries of the Grant Date, subject to the continuous employment of the Associate with the Company until the applicable vesting date; provided that if the Associate’s employment with the Company is terminated by reason of the Associate’s death or Disability, any Options held by the Associate shall immediately vest as of the effective date of such termination.

Vesting and Exercisability. Subject to the provisions of the Plan and the other provisions of this Agreement, this Option shall vest and become exercisable in accordance with the schedule set forth in the Grant Notice. Notwithstanding the foregoing, in the event of termination of Optionee’s Continuous Status as an Employee, Director or Consultant for any reason, with or without Cause, including as a result of death or Disability, this Option shall immediately cease vesting and shall be cancelled to the extent of the number of Shares as to which this Option has not vested as of the date of termination.

Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate.

Vesting and Exercisability. (a) The Options granted pursuant to this Agreement shall vest on the earliest of (i) the “normal vesting schedule”, (ii) termination without “Cause” (as defined below) by the Company or Employer, (iii) termination by the Optionee for “Modified Good Reason” (as defined below), (iv) the Optionee’s death or termination due to “Long-Term Disability” (as defined below) or (v) the Optionee’s termination of employment from the Company or Employer for reasons other than “Cause” at age 60 or older with at least 10 years of continuous service. The “normal vesting schedule” is three installments as follows: one-third on October 14, 2016, one-third on October 14, 2017, and one-third on October 14, 2018, provided the Optionee remains employed as of such date (each a “Scheduled Vesting Date”). (b) If the Optionee terminates his or her employment for “Modified Good Reason”, then the Optionee agrees that he or she is bound by the terms of the Covenant Not to Compete, Solicit or Disclose Confidential Information set out in Section 7 hereof. (c) The Options granted pursuant to this Agreement may be exercised, in whole or in part, but only as to the number of Options as to which the right to exercise has vested at the time of exercise, during the period beginning October 14, 2016 (one year from the date on which the Option was granted), and, provided the Optionee remains employed until such date or is terminated pursuant to Section 4(a)(ii), (iii), (iv) or (v) above, ending October 14, 2025 (ten years from the date on which the Option was granted). If the Optionee terminates employment under circumstances not described in Section 4(a)(ii), (iii), (iv) or (v), the Options will be exercisable within a three month period after such termination or the term of the Options, whichever is less, but only to the extent exercisable immediately prior to the date of termination, unless the Optionee is terminated for Cause, in which case the Options will immediately cease to be exercisable.

Vesting and Exercisability. Twenty percent (20%) of the total Option set forth in Section 1 shall be available for vesting each fiscal year during the Company's 2002-2006 fiscal years as follows: (A) twenty-five percent (25%) of the number of available Options for each such fiscal year shall vest and become exercisable upon the anniversary of the Grant Date in such fiscal year and (B) seventy-five percent (75%) of the number of available Options for each such fiscal year shall vest and become exercisable upon the Company's attainment of the performance goals set forth on Schedule I attached hereto and incorporated herein. In the event the Employee is employed by the Company or one of its subsidiaries at the time a Change in Control (as defined below) occurs, all of the Options (to the extent not already vested) which are to vest over time pursuant to clause (A) above shall vest immediately prior to the Change in Control. Notwithstanding the foregoing, to the extent any of the Options which may vest pursuant to clause (B) above do not vest in accordance with Schedule I by the eighth (8th) anniversary of the Grant Date, they shall be deemed to vest on such date.