Vesting and Exercise of Option. The Option shall be vest and become exercisable as follows from and after [ ] [ ], [ ] (the “Commencement Date”): (a) On [ ] [ ], [ ], the Option will vest with respect to 25.0% of the Shares, rounded to the next highest whole number of Shares; and (b) On the [ ] day of each month thereafter, the Option will vest with respect to 2.0833% of the Shares, rounded to the next highest whole number of Shares. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent of a change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Regado Biosciences Inc), Incentive Stock Option Agreement (Regado Biosciences Inc)
Vesting and Exercise of Option. The Option shall be vest and become exercisable in increments in accordance with the schedule set forth below measured from the Grant Date provided that the Option shall vest and become exercisable with respect to an increment as follows from and after [ ] [ ], [ ] (specified only if there has not been a Termination of Employment of the “Commencement Date”):Participant as of the specified date for such increment.
(a) On [ ] [ ]If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, [ ], then the Option will shall fully-vest with respect to 25.0% and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Shares, rounded to Grant Date at the next highest whole number First Purchase Price and the remaining two installments of SharesEighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; andor
(b) On the [ ] day of each month thereafter, the Option will shall vest with respect in full on August 25, 2006. The schedule set forth above is cumulative, so that Shares as to 2.0833% which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Shares, rounded Option at any subsequent date prior to termination of the next highest whole number of SharesOption. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best Option shall vest and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control on the date of Participant's death or Corporate ReorganizationDisability, provided that Participant has not incurred a Termination of service Employment prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Corporate Reorganization or Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the OptionControl, the Company Corporation shall send Participant the Optionee prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant the Optionee may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant the Optionee may, upon compliance with all of the terms of this Agreement and the PlanAgreement, exercise the Option with respect to any or all of the vested Sharesextent it is then vested, conditioned upon and subject to the completion of the Corporate Reorganization or Change in Control or Corporate ReorganizationControl. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding proceeding provisions of this paragraph shall not apply; however however, if there is an Involuntary Termination of Participant’s 's employment within the eighteen (18) month period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Corporate Reorganization or Change in Control or Corporate ReorganizationControl, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Datetermination.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (High Speed Net Solutions Inc), Nonqualified Stock Option Agreement (Okeefe Patrick S)
Vesting and Exercise of Option. The Option shall be vest vested and become exercisable as follows from and after [ ] [ ], [ ] the grant date (the “Commencement Date”):
(ai) On [ ] [ ], [ ], One year after the Commencement Date the Option will vest with respect to 25.0% of the Shares, rounded to the next highest whole number of Shares; and
(bii) On the [ ] 25th day of each month thereafter, the Option will vest with respect to 2.0833% of the Shares, rounded to the next highest whole number of Shares. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent event of a change Change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best vest and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service Service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however however, if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Regado Biosciences Inc), Nonqualified Stock Option Agreement (Regado Biosciences Inc)
Vesting and Exercise of Option. The Option shall vest in full and be vest and become exercisable as follows from and after [ ] [ ], [ ] (the “Commencement Date”):
(a) On [ ] [ ], [ ], the Option will vest with respect to 25.0% of the Shares, rounded to the next highest whole number of Shares; and
(b) On the [ ] day of each month thereafter, the Option will vest with respect to 2.0833% of the Shares, rounded to the next highest whole number of SharesGrant Date. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best Option shall vest and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control on the date of Participant's death or Corporate ReorganizationDisability, provided that Participant has not incurred a Termination of service Employment prior to such date. Notwithstanding the foregoing, the Option shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Corporate Reorganization or Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the OptionControl, the Company Corporation shall send Participant the Optionee prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant the Optionee may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant the Optionee may, upon compliance with all of the terms of this Agreement and the PlanAgreement, exercise the Option with respect to any or all of the vested Sharesextent it is then vested, conditioned upon and subject to the completion of the Corporate Reorganization or Change in Control or Corporate ReorganizationControl. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding proceeding provisions of this paragraph shall not apply; however however, if there is an Involuntary Termination of Participant’s 's employment within the eighteen (18) month period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Corporate Reorganization or Change in Control or Corporate ReorganizationControl, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Datetermination.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Okeefe Patrick S), Nonqualified Stock Option Agreement (High Speed Net Solutions Inc)
Vesting and Exercise of Option. The Option shall be vest and become exercisable in increments in accordance with the four-year schedule set forth below measured from the Grant Date, provided that the Option shall vest and become exercisable with respect to an increment as follows from and after [ ] [ ], [ ] (specified only if the “Commencement Date”):Option has not terminated pursuant to Section 4 with respect to such increment:
(a) On [ ] no portion of the Option shall vest or become exercisable until the first anniversary of the Grant Date [ ], ;
(b) on [ ], the Option will shall vest and become exercisable with respect to 25.025% of the Shares;
(c) on [ ], rounded the Option shall vest and become exercisable with respect to an additional 25% of the next highest whole number Shares;
(d) on [ ], the Option shall vest and become exercisable with respect to an additional 25% of the Shares; and
(be) On the on [ ] day of each month thereafter], the Option will shall vest and become exercisable with respect to 2.0833an additional 25% of the Shares; and
(f) notwithstanding the vesting provisions described above, rounded the option shall vest and become exercisable with respect to 100% of the next highest whole number Shares if the Optionee’s Termination of SharesEmployment is on account of Retirement, death, or Disability. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding Also notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent of a change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on upon a Corporate Reorganization, provided that Optionee has not incurred a Termination of Employment prior to the date of such Involuntary TerminationCorporate Reorganization. Notwithstanding In the foregoingevent of a Corporate Reorganization, if Participant is a non-exempt employee for purposes the Corporation shall send Optionee prior written notice of the Fair Labor Standards Act effectiveness of 1938 such event and the last day on which Optionee may exercise the Option. Optionee may, upon compliance with all of the terms of this Agreement and the Plan, purchase any or all of the Shares with respect to which the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole vested and exercisable on or in part, prior to the date that last day specified in such notice, and, to the extent the Option is six (6) months after not exercised, it shall terminate at 5:00 P.M., Eastern Standard Time, on the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change last day specified in Control or Corporate Reorganization has occurred after the Grant Datesuch notice.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Krispy Kreme Doughnuts Inc)
Vesting and Exercise of Option. The Option shall be vest and become exercisable as follows from and after [ ] [ ], [ ] ______ (the “Commencement Date”):
(ai) On [ ] [ ]_______, [ ], the Option will vest with respect to 25.0% a total of one-third (1/3) of the SharesShares shall vest;
(ii) On _______, rounded to an additional one-third (1/3) of the next highest whole number of SharesShares shall vest; and
(biii) On the [ ] day of each month thereafter_______, the Option will vest with respect to 2.0833% an additional one-third (1/3) of the SharesShares shall vest, rounded to the next highest whole number such that full vesting is achieved as of Shares_______. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent event of a change Change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best vest and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service Service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however however, if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Alpha Healthcare Acquisition Corp.)
Vesting and Exercise of Option. The Option shall be vest and become be fully exercisable as follows from and after [ on [ONE YEAR FOLLOWING GRANT DATE]; provided, however, that if prior to [ONE YEAR FOLLOWING GRANT DATE] [ ], [ ] the Grantee ceases to be a member of the Board of Directors of the Company (the “Commencement DateBoard”):
(a) On [ ] [ ], [ ]for any reason other than for cause, the vesting of the Option will vest shall accelerate so that the Option becomes immediately exercisable with respect to 25.0% one twelfth (1/12) of the Shares, rounded to the next highest whole number of Shares; and
(b) On the [ ] day of each month thereafter, Shares underlying the Option will vest with respect for each full month that has elapsed between the Grant Date and the date the Grantee ceases to 2.0833% be a member of the Shares, rounded to the next highest whole number of SharesBoard. The Option Grantee may be exercised elect at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of while a change in Control or Corporate Reorganization, the Option, at the sole discretion member of the Company’s Board of Directors, may best and become exercisable, to exercise in full the extent not already vested and exercisable, immediately prior Shares subject to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service this Option prior to the effective date vesting of the Option. Any such Change shares purchased prior to their vesting: (i) shall vest in Control or Corporate Reorganization, unless accordance with the surviving entity vesting schedule otherwise applicable to the Option; and (ii) shall be subject to a repurchase right in such Change favor of the Company in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change termination of service as set forth in Control or Corporate Reorganization, if Section 8 of the surviving entity does not assume or replace the Option, Plan (a “Termination Event”). The repurchase right of the Company shall send Participant prior written notice be for any unvested shares and shall be at a price equal to the lesser of (x) the exercise price of such shares, or (y) the Fair Market Value of such shares on the date of repurchase, which right must be exercised by the Company within 90 days of the effectiveness of Termination Event; provided that if the Company does not exercise such Change in Control or Corporate Reorganization and the last repurchase right within such 90-day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganizationperiod, the Option shall vest become fully and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Terminationimmediately vested. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes The option price of the Fair Labor Standards Act shares of 1938 and Common Stock issuable upon the exercise of the Option is intended to comply shall be paid: (i) in full in cash at the time of the exercise, (ii) with the Worker Economic Opportunity Act consent of 2000, Participant may not exercise the OptionCommittee, in whole or in partpart in common stock held by the Holder for at least six months valued at Fair Market Value (as defined in the Plan) on the date of exercise, prior or (iii) if approved by the Committee in its discretion, by assigning to the Company a sufficient amount of the proceeds from the sale of shares of Common Stock to be acquired pursuant to such exercise and instructing the broker or selling agent to pay that amount to the Company, which amount shall be paid in cash to the Company on the date such shares of Common Stock are issued to the Grantee. With the consent of the Committee, payment upon the exercise of this Option may be made in whole or in part by Restricted Stock that has been held by the Grantee for at least six months (based on the fair market value of the Restricted Stock on the date the Option is six (6) months after exercised, as determined by the Grant Date unless Participant has incurred a Termination of Service due Committee). In such case, the Common Stock to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after which the Grant DateOption relates shall be subject to the same forfeiture restrictions originally imposed on the Restricted Stock exchanged therefor.
Appears in 1 contract
Sources: Stock Option Agreement (Adolor Corp)
Vesting and Exercise of Option. (a) The Option, subject to the provisions of the Plan, shall be exercised by submitting a request to exercise to the Company’s stock plan administrator, in accordance with the Company’s current exercise policies and procedures, specifying the number of Shares to be purchased, which number may not be less than one hundred (100) Shares (unless the number of Shares purchased is the total balance). An exercise by the Participant of all or part of the Option shall be vest and become exercisable effected through the Company’s “cashless exercise” procedures. Otherwise, at the time of exercise, Participant shall tender to the Company cash or cash equivalents for the aggregate option price of the Shares, which is the FMV of the Shares as follows from and after [ ] [ ], [ ] of the Grant Date (the “Commencement DateOption Price”):), that the Participant has elected to purchase or certificates for Shares of common stock of the Company owned by the Participant for at Proprietary 1 Apr_2022_NQ_Award_Agreement least six (6) months with a FMV at least equal to the aggregate Option Price of the Shares that the Participant has elected to purchase, or a combination of the foregoing.
(ab) On [ ] [ ], [ ]Prior to its expiration or termination and except as otherwise provided herein, the Option will vest become vested in accordance with respect to 25.0% of the Sharesvesting schedule set forth above, rounded to the next highest whole number of Shares; and
(b) On the [ ] day of each month thereafterdate on which vesting occurs a “Vest Date”, and the Option will vest be exercisable by the Participant to the extent vested prior to the Expiration Date so long as the Participant has maintained continuous employment with respect to 2.0833% the Company or a subsidiary of the Shares, rounded Company from the Grant Date through the exercise date.
(c) Notwithstanding anything to the next highest whole number contrary in the Agreement or the Plan, the vested and exercisable portion of Sharesthe Option that remains outstanding on the last business day prior to the Expiration Date (the “Automatic Exercise Date”) shall be deemed to have been automatically exercised by the Participant, without any further action or notice by the Company or the Participant, at such time if: (i) (A) the Participant is employed with the Company or any of its subsidiaries on the Automatic Exercise Date or (B) the Expiration Date would occur while the Option remains exercisable pursuant to Sections 8 and 9 of the Agreement, (ii) the Participant has accepted the Option as required by the Company under Section 4, and (iii) the FMV of a Share on the Automatic Exercise Date exceeds the Option Price. The exercise of the Option may pursuant to this Section 3(c) shall be exercised at any time and from time to time to purchase up to effected through the number of Shares as to which it is then vested and exercisableCompany’s “cashless exercise” procedures. Notwithstanding the foregoing, in there is no guarantee that an automatic exercise pursuant to this Section 3(c) will be effected on the vent of a change in Control Participant’s behalf and neither the Company nor any other party will bear any responsibility or Corporate Reorganizationliability if such an automatic exercise is not effected and instead the Option expires unexercised. Accordingly, the Option, at Participant shall bear sole responsibility for ensuring that the sole discretion Participant exercises any vested portion of the Company’s Board of Directors, may best and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service Option prior to the effective date Expiration Date. For the avoidance of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent of a change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganizationdoubt, the Option shall vest and become exercisable, not be deemed automatically exercised pursuant to the extent not already vested and exercisablethis Section 3(c) if, on the date Automatic Exercise Date, the FMV of such Involuntary Termination. Notwithstanding the foregoing, if Participant a Share is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and less than or equal to the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant DatePrice.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (CVS HEALTH Corp)
Vesting and Exercise of Option. The Subject to the terms and conditions set forth herein, the Option shall be vest vested and become exercisable as follows according to the following schedule, provided, however, that Optionee is [an Employee] [a director who is not an Employee] on the applicable date of vesting: Anniversaries of Date of Grant Portion of Option Which Vests and Becomes Exercisable ___________ 1, 201__ 33 1/3% ___________ 1, 201__ 33 1/3% ___________ 1, 201____ 33 1/3% With respect to any fractional shares resulting from the application of the 33 1/3% times the total amount of the shares subject to the Option, such fractional shares shall cumulate and after [ be available to be exercised on the vesting of the last vesting date. If this is not possible, Employee will receive the cash value of any fractional shares which have vested on the last vesting date whose proportional exercise price has been paid. If Optionee is not [an Employee] [ ], [ [a director who is not an Employee] (on the “Commencement Date”):
(a) On [ ] [ ], [ ]vesting date, the Option will vest and the underlying shares of Class ___ Common Stock shall be forfeited. Notwithstanding the foregoing schedule, all Options shall become fully vested and exercisable in full upon the occurrence of a Change in Control or if the Committee determines that a Change in Control has occurred, if Optionee is [an Employee] [a director who is not an Employee] upon the occurrence or deemed occurrence of such Change in Control. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Optionee the ability to participate in the Change in Control with respect to 25.0% the shares of the Shares, rounded Class __ Common Stock to the next highest whole number of Shares; and
(b) On the [ ] day of each month thereafter, the Option will vest with respect to 2.0833% of the Shares, rounded to the next highest whole number of Shares. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisablereceived by Optionee. Notwithstanding the foregoing, in the vent event of a change Change in Control or Corporate ReorganizationControl, the OptionCommittee may, at in its discretion, cancel the sole discretion Option and pay to the Optionee the value of the Company’s Board Option (the difference between the price per share of Directors, may best Class __ Common Stock received or to be received by Class A and become exercisable, to the extent not already vested Class B stockholders and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable termsexercise price). In the vent event, however, that at the time of a change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control the exercise price of the Option equals or Corporate Reorganization has occurred after exceeds the Grant Dateprice paid for a share of Class A Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.
Appears in 1 contract
Vesting and Exercise of Option. The Option shall be vest and become exercisable in accordance with the schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as follows from and after [ ] [ ], [ ] (specified only if the “Commencement Date”):Optionee has not incurred a Termination of Employment prior to the vesting date:
(a) On [ ] [ ], [ ], the Option will shall vest and become exercisable with respect to 25.050% of the Shares, rounded Shares subject to the next highest whole number Option if and when the following conditions are met (i) the second anniversary of Sharesthe Grant Date has occurred, and (ii) following the Grant Date, the closing price per Share on the principal securities exchange on which the Shares are then traded has exceeded 120% of the Exercise Price for at least ten (10) consecutive trading days; and
(b) On the [ ] day Option shall vest and become exercisable with respect to the remaining 50% of each month thereafterthe Shares subject to the Option if and when the following conditions are met (i) the second anniversary of the Grant Date has occurred, and (ii) following the Grant Date, the closing price per Share on the principal securities exchange on which the Shares are then traded has exceeded 140% of the Exercise Price for at least ten (10) consecutive trading days. Notwithstanding the vesting provisions described above, the Option will shall vest and become exercisable with respect to 2.0833100% of the SharesShares upon the Optionee’s Termination of Employment if the Optionee’s Termination of Employment is due to his or her Retirement, rounded death or Disability. The schedule set forth above is cumulative, so that Shares as to which the next highest whole number Option has become vested and exercisable pursuant to (a) or (b) above may be purchased pursuant to exercise of Sharesthe Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best and The Option will become exercisable, to the extent not already vested and exercisable, immediately prior to such exercisable in full upon a Change in Control or Corporate ReorganizationControl, provided that Participant Optionee has not incurred a Termination of service Employment prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable termsControl. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the OptionControl, the Company shall Board, in its sole discretion, may send Participant Optionee prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant Optionee may exercise the Option. In such event, to the extent vested. On or prior to the last day specified in such notice, Participant Optionee may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to purchase any or all of the Shares with respect to which the Option is vested Shares, conditioned upon and subject exercisable on or prior to the completion of the Change last day specified in Control or Corporate Reorganization. To such notice, and, to the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Standard Time, on the last day specified in such notice. For purposes hereof, conditioned upon and subject to the completion of the Change in Control shall have the meaning set forth in the Plan, except in the case of a transaction described in clauses (1) or Corporate Reorganization. If the surviving entity in (3) of paragraph (b) of such Change in Control or Corporate Reorganization assumes or replaces the Option as described abovedefinition, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date consummation of such Change in Control or Corporate Reorganization and that ends twelve (12) months following a transaction, rather than the effective date approval by shareholders of the Corporation of such Change in Control transaction or Corporate Reorganizationagreement to effect such a transaction, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless constitute a Change in Control or Corporate Reorganization has occurred after the Grant DateControl.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Krispy Kreme Doughnuts Inc)
Vesting and Exercise of Option. The Option shall be vest and become exercisable as follows from and after [ ] [ ], [ ] ______ (the “Commencement Date”):
(ai) On [ ] [ ]_______, [ ], the Option will vest with respect to 25.0% a total of one-third (1/3) of the SharesShares shall vest;
(ii) On _______, rounded to an additional one-third (1/3) of the next highest whole number of SharesShares shall vest; and
(biii) On the [ ] day of each month thereafter_______, the Option will vest with respect to 2.0833% an additional one-third (1/3) of the SharesShares shall vest, rounded to the next highest whole number such that full vesting is achieved as of Shares_______. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, the Participant may at any time prior to full vesting elect to exercise the Option to purchase the remaining number of Shares not yet purchased; provided, however, that Shares purchased with respect to any then-unvested portion of the Option shall take the form of Restricted Stock, which shall be subject to substantial risk of forfeiture consistent with the vesting schedule above. Such election shall be conditioned upon (a) the Participant’s execution of separate Restricted Stock Agreement (including related Stock Powers), which shall replace and supersede the terms of this Agreement, and (b) the Participant making the election set forth in Code section 83(b) with respect to the Restricted Stock. Notwithstanding the foregoing, in the vent event of a change Change in Control or Corporate Reorganization, Reorganization the OptionOption may, at the sole discretion of the Company’s Board of Directors, may best vest and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service Service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, Option to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however however, if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Alpha Healthcare Acquisition Corp.)
Vesting and Exercise of Option. The Option shall be vest and become exercisable in increments in accordance with the four-year schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as follows from and after [ ] [ ], [ ] (specified only if Participant is employed with the “Commencement Date”):Company on the specified date for such increment:
(a) On [ ] [ ], [ ]on the first anniversary of the Grant Date, the Option will shall vest and become exercisable with respect to 25.0% twenty-five percent (25%) of the Shares, rounded to the next highest whole number of Shares; and
(b) On on the [ ] day second anniversary of each month thereafterthe Grant Date, the Option will shall vest and become exercisable with respect to 2.0833% an additional twenty-five percent (25%) of the Shares; and
(c) on the third anniversary of the Grant Date, rounded the Option shall vest and become exercisable with respect to an additional twenty-five percent (25%) of the Shares; and
(d) on the fourth anniversary of the Grant Date, the Option shall vest and become exercisable with respect to the next highest whole number remainder of the Shares. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided that Participant is employed by the Corporation on such date, or immediately prior to such a Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to is employed by the effective Corporation on the date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company Corporation shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M.p.m., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If Unless the surviving entity in such Change in Control Board or Corporate Reorganization assumes or replaces the Option as described aboveCommittee determines it is impracticable, the preceding provisions of Corporation shall provide the notice required by this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty Section 2 ten (3010) days prior to the effective date effectiveness of such event and shall include in the notice the valuation of the Shares in the Change in of Control or Corporate Reorganization and that ends twelve (12) months following other information the effective date of such Change in Control Board or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant DateCommittee deems relevant.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Internet Commerce Corp)
Vesting and Exercise of Option. The Option shall be vest and become exercisable as follows from and after [ ] [ ], [ ] (the “Commencement Date”):
(a) On [ ] [ ], [ ], the Option will vest with respect Subject to 25.0% of the Shares, rounded to the next highest whole number of Shares; and
(b) On the [ ] day of each month thereafter, the Option will vest with respect to 2.0833% of the Shares, rounded to the next highest whole number of Shares. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent of a change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of the Plan and this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate ReorganizationAgreement, the Option shall vest and become exercisableexercisable upon such date or dates, and subject to such conditions, as are described in this Agreement, including, but not limited to, the terms of the Grant Notice. The Participant expressly acknowledges that the Option shall vest and become exercisable only upon such terms and conditions as are provided in this Agreement (including the terms set forth in the Grant Notice) and the Plan.
(b) To the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and that the Option is intended vested but is not exercised, the Option shall accumulate and be exercisable by the Participant in whole or in part at any time prior to comply with the Worker Economic Opportunity Act Expiration Date, subject to the terms of 2000, Participant may not the Plan and this Agreement. Upon the exercise the Option, of an Option in whole or in part, prior payment of the Option Price in accordance with the provisions of the Plan and this Agreement, and satisfaction of such other conditions as may be established by the Administrator, the Company shall promptly deliver to the Participant a certificate or certificates for the Shares purchased (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall be provided). The total number of Shares that may be acquired upon exercise of the Option shall be rounded down to the nearest whole share. Payment of the Option Price may be made in cash or cash equivalent; provided that, except where prohibited by the Administrator or any Applicable Law (and subject to such terms and conditions as may be established by the Administrator), payment may also be made (i) by delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time period, if any, as may be determined by the Administrator; (ii) by shares of Common Stock withheld upon exercise; (iii) by delivery of written notice of exercise to the Company and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Company the amount of sale or loan proceeds to pay the Option Price; (iv) by such other payment methods as may be approved by the Administrator and which are acceptable under Applicable Law; and/or (v) by any combination of the foregoing methods. Shares delivered or withheld in payment of the Option Price shall be valued at their Fair Market Value on the date of exercise, determined in accordance with the terms of the Plan.
(c) If this Option is intended to qualify as an Incentive Option under Code Section 422, the Participant hereby acknowledges that there is six no assurance that the Option will, in fact, be treated as an Incentive Option under Code Section 422 even if designated as such. To the extent this Option and any other incentive stock options of the Participant having an aggregate Fair Market Value in excess of $100,000 (6) months after the Grant Date unless Participant has incurred a Termination determined as of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date) first becomes exercisable in any year, such options will not qualify as incentive stock options under Code Section 422.
Appears in 1 contract
Vesting and Exercise of Option. The Option shall be vest and ------------------------------ become exercisable in increments in accordance with the four-year schedule set forth below measured from _____________________ (the "Commencement Date"), provided that the Option shall vest and become exercisable with respect to an increment as follows from and after [ ] [ ], [ ] (specified only if Participant is employed with the “Commencement Date”):Corporation on the specified date for such increment:
(a) On [ ] [ ], [ ]the first annual anniversary of the Commencement Date the Option shall vest and become fully exercisable with respect to twenty five percent (25%) of the Shares;
(b) on the second annual anniversary of the Commencement Date, the Option will shall vest and become exercisable with respect to 25.0% an additional twenty five percent (25%) of the Shares;
(c) on the third annual anniversary of the Commencement Date, rounded the Option shall vest and become exercisable with respect to an additional twenty five percent (25%) of the next highest whole number of Shares; and
(bd) On on the [ ] day fourth annual anniversary of each month thereafterthe Commencement Date, the Option will shall vest and become exercisable with respect to 2.0833% an additional twenty five percent (25%) of the Shares. The schedule set forth above is cumulative, rounded so that Shares as to which the next highest whole number Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of Sharesthe Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best Option shall vest and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or upon a Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to is employed by the effective Corporation on the date of such Change in Control or Corporate Reorganization. In the event of a Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent of a change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company Corporation shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to purchase any or all of the Shares with respect to which the Option is vested Shares, conditioned upon and subject exercisable on or prior to the completion of the Change last day specified in Control or Corporate Reorganization. To such notice, and, to the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Applied Micro Circuits Corp)
Vesting and Exercise of Option. The Option shall be vest and become exercisable as follows from and after [ ] [ ], [ ] (in accordance with the “Commencement Date”):following schedule:
(a) On [ ] [ ]on July 1, [ ]2000, the Option will shall vest and become exercisable with respect to 25.0% of the Two Hundred Thousand (200,000) Shares, rounded to the next highest whole number of Shares; and;
(b) On the [ ] day of each month thereafteron July 1, 2001, the Option will shall vest and become exercisable with respect to 2.0833% an additional Two Hundred Thousand (200,000) Shares;
(c) on July 1, 2002, the Option shall vest and become exercisable with respect to the remaining Two Hundred Thousand (200,000) Shares. Except as provided below, the Option shall vest and become exercisable with respect to an increment as specified above only if the Optionee has not incurred a Termination of Employment as of the Sharesspecified date for such increment. In the event of a Corporate Reorganization or Change in Control, rounded the surviving entity or an affiliate thereof shall assume the Option or replace the Option with an option of equivalent value and with comparable terms. In addition, in the event of a Corporate Reorganization or Change in Control, the Option shall continue to vest and become exercisable in accordance with the foregoing schedule on and after the effective date of such Corporate Reorganization or Change in Control regardless of whether the Optionee incurs a Termination of Employment on or after the effective date of such Corporate Reorganization or Change in Control. Notwithstanding the foregoing, the Option shall become fully vested and exercisable, to the next highest whole number extent not already fully vested and exercisable, on the date of Sharesthe Optionee's Termination of Employment as a result of death or disability, which disability shall be determined by the Board of Directors in its discretion. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best and become exercisable, to the extent not already vested and exercisable, immediately prior to such Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to the effective date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent of a change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., Eastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the preceding provisions of this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty (30) days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Change in Control or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Youcentric Inc)
Vesting and Exercise of Option. The Option shall be vest and become exercisable in increments in accordance with the three-year schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as follows from and after [ ] [ ], [ ] (specified only if Participant is employed with the “Commencement Date”):Corporation on the specified date for such increment:
(a) On [ ] [ ], [ ]on the first anniversary of the Grant Date, the Option will shall vest and become exercisable with respect to 25.0% thirty-three and one-third percent (331/3%) of the Shares, rounded to the next highest whole number of Shares; and
(b) On on the [ ] day second anniversary of each month thereafterthe Grant Date, the Option will shall vest and become exercisable with respect to 2.0833% an additional thirty-three and one-third percent (331/3%) of the Shares; and
(c) on the third anniversary of the Grant Date, rounded the Option shall vest and become exercisable with respect to the next highest whole number remainder of the Shares. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided that Participant is employed by the Corporation on such date, or immediately prior to such a Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to is employed by the effective Corporation on the date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company Corporation shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M.p.m., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If Unless the surviving entity in such Change in Control Board or Corporate Reorganization assumes or replaces the Option as described aboveCommittee determines it is impracticable, the preceding provisions of Corporation shall provide the notice required by this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty Section 2 ten (3010) days prior to the effective date effectiveness of such event and shall include in the notice the valuation of the Shares in the Change in of Control or Corporate Reorganization and that ends twelve (12) months following other information the effective date of such Change in Control Board or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant DateCommittee deems relevant.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Internet Commerce Corp)
Vesting and Exercise of Option. The Option shall be vest and become exercisable in increments in accordance with the three-year schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as follows from and after [ ] [ ], [ ] (specified only if Participant is employed with the “Commencement Date”):Company on the specified date for such increment:
(a) On [ ] [ ], [ ]on the first anniversary of the Grant Date, the Option will shall vest and become exercisable with respect to 25.0% thirty-three and one-third percent (331/3%) of the Shares, rounded to the next highest whole number of Shares; and
(b) On on the [ ] day second anniversary of each month thereafterthe Grant Date, the Option will shall vest and become exercisable with respect to 2.0833% an additional thirty-three and one-third percent (331/3%) of the Shares; and
(c) on the third anniversary of the Grant Date, rounded the Option shall vest and become exercisable with respect to the next highest whole number remainder of the Shares. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided that Participant is employed by the Corporation on such date, or immediately prior to such a Change in Control or Corporate Reorganization, provided that Participant has not incurred a Termination of service prior to is employed by the effective Corporation on the date of such Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the vent event of a change Change in Control or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Company Corporation shall send Participant prior written notice of the effectiveness of such Change in Control or Corporate Reorganization event and the last day on which Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, Participant may, upon compliance with all of the terms of this Agreement and the Plan, exercise the Option with respect to any or all of the vested Shares, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M.p.m., Eastern Timeeastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If Unless the surviving entity in such Change in Control Board or Corporate Reorganization assumes or replaces the Option as described aboveCommittee determines it is impracticable, the preceding provisions of Corporation shall provide the notice required by this paragraph shall not apply; however if there is an Involuntary Termination of Participant’s employment within the period that commences thirty Section 2 ten (3010) days prior to the effective date effectiveness of such event and shall include in the notice the valuation of the Shares in the Change in of Control or Corporate Reorganization and that ends twelve (12) months following other information the effective date of such Change in Control Board or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such Involuntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant DateCommittee deems relevant.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Internet Commerce Corp)