Common use of Vesting and Exercise of Option Clause in Contracts

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with the schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as specified only if the Optionee has not incurred a Termination of Employment prior to the vesting date with respect to such increment: (a) no portion of the Option shall vest or become exercisable prior to the first anniversary of the Grant Date; (b) on the first anniversary of the Grant Date one fourth of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisable; (c) on the second anniversary of the Grant Date an additional one fourth of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisable; (d) on the third anniversary of the Grant Date an additional one fourth of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisable; and (e) on the fourth anniversary of the Grant Date the remaining one fourth of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisable. Notwithstanding the vesting provisions described above, the Option shall vest and become exercisable with respect to 100% of the Shares upon the Optionee’s Termination of Employment if the Optionee’s Termination of Employment is due to his or her Retirement, death or Disability.

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with the schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as specified only if the Optionee has not incurred a Termination of Employment prior to the vesting date with respect to such increment: (a) no portion of the Option shall vest or become exercisable prior to the first anniversary of the Grant Date; (b) on the first anniversary of the Grant Date one fourth of the number of Shares subject to shares in the Option (as indicated in Section 1) shall vest and become exercisable; (c) on the second anniversary of the Grant Date an additional one fourth of the number of Shares subject to shares in the Option (as indicated in Section 1) shall vest and become exercisable; (d) on the third anniversary of the Grant Date an additional one fourth of the number of Shares subject to shares in the Option (as indicated in Section 1) shall vest and become exercisable; and (e) on the fourth anniversary of the Grant Date the remaining one fourth of the number of Shares subject to shares in the Option (as indicated in Section 1) shall vest and become exercisable. Notwithstanding the vesting provisions described above, the Option shall vest and become exercisable with respect to 100% of the Shares upon the Optionee’s Termination of Employment if the Optionee’s Termination of Employment is due to his or her Retirement, death or Disability. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable pursuant to the provisions above may be purchased pursuant to exercise of the Option at any date subsequent to vesting but 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. The Option will become vested and exercisable in full upon a Change in Control, provided that Optionee has not incurred a Termination of Employment prior to the date of such Change in Control. In the event of a Change in Control, the Board, in its sole discretion, may send Optionee prior written notice of the effectiveness of such event and the last day on which Optionee may exercise the Option. In such event, 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 vested and exercisable on or prior to the last day specified in such notice, and, to the extent the Option is not exercised, it shall terminate at 5:00 P.M., Eastern Standard Time, on the last day specified in such notice. For purposes hereof, Change in Control shall have the meaning set forth in the Plan, except in the case of a transaction described in clauses (1) or (3) of paragraph (b) of such definition, the consummation of such a transaction, rather than the approval by shareholders of the Corporation of such transaction or agreement to effect such a transaction, shall constitute a Change in Control.

Vesting and Exercise of Option. (a) The Option shall vest and become exercisable in increments in accordance with the schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as specified only if the Optionee Participant has not incurred a Termination of Employment prior to the vesting date with respect to such increment: (ai) no portion of the Option shall vest or become exercisable prior to the first anniversary of the Grant Date; (bii) on the first anniversary of the Grant Date one fourth Date, the Option shall vest and become exercisable with respect to 25% of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisable); (ciii) on the second anniversary of the Grant Date Date, the Option shall vest and become exercisable with respect to an additional one fourth 25% of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisablefor a total of 50% of the number of Shares subject to the Option); (div) on the third anniversary of the Grant Date Date, the Option shall vest and become exercisable with respect to an additional one fourth 25% of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisablefor a total of 75% of the number of Shares subject to the Option); and (ev) on the fourth anniversary of the Grant Date Date, the Option shall vest and become exercisable with respect to the remaining one fourth 25% of the number of Shares subject to the Option (as indicated in Section 1for a total of 100% of the number of Shares subject to the Option). (b) shall vest and become exercisable. Notwithstanding the vesting provisions described above, the Option shall vest and become exercisable with respect to 100% of the Shares upon the OptioneeParticipant’s Termination of Employment if the OptioneeParticipant’s Termination of Employment is due to his or her Retirement, death or Disability. (c) In addition, the following provisions shall apply in the event of a Change in Control: (i) To the extent the successor company does not assume or substitute for the Option (or the Company is the ultimate parent corporation and does not continue the Option) on substantially equivalent terms (as determined by the Committee), the Option will become vested and exercisable in full upon the effective date of the Change in Control. (ii) Further, in the event that the Option is substituted, assumed or continued, the Option will become vested and exercisable in full if the Participant incurs a Termination of Employment within six months before (in which case vesting shall not occur until the effective date of the Change in Control) or two years after the effective date of a Change in Control if such Termination of Employment (A) is by the Company not for Cause or (B) is by the Participant for Good Reason. In the event that vesting of the Option is accelerated as a result of a Termination of Employment related to a Change in Control as provided herein, the Committee or the Board of Directors, in its discretion, may send the Participant prior written notice of the effectiveness of such event and the last day on which the Participant may exercise the Option. In such event, the Participant 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 vested and exercisable on or prior to the last day specified in such notice, and, to the extent the Option is not exercised, it shall (unless the Committee or the Board of Directors determines otherwise) terminate at 5:00 P.M., Winston-Salem, North Carolina time, on the last day specified in such notice. If no such notice is given, the Option shall terminate as provided in Section 4(f) herein. For the purposes herein, (X) “Good Reason” shall have the meaning set forth in Section 21(c) of the Agreement; and (Y) “Company” shall include the successor to the Company’s business or assets, or if all or substantially all of the voting stock of the Company is held by another public company, such public company. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable pursuant to the provisions above may be purchased pursuant to exercise of the Option at any date subsequent to vesting but 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.

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with the five-year schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as specified only if Participant is employed with the Optionee has not incurred a Termination of Employment prior to Company on the vesting specified date with respect to for such increment: (a) no portion of the Option shall vest or become exercisable prior to on the first year anniversary of the Grant Date; (b) on the first anniversary of the Grant Date one fourth of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisable; (c) on the second anniversary of the Grant Date an additional one fourth of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisable; (d) on the third anniversary of the Grant Date an additional one fourth of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisable; and (e) on the fourth anniversary of the Grant Date the remaining one fourth of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisable. Notwithstanding the vesting provisions described above, the Option shall vest and become exercisable with respect to 100% twenty percent (20%) of the Shares; (b) on the second year anniversary of the Grant Date, the Option shall vest and become exercisable with respect to an additional twenty percent (20%) of the Shares; (c) on the third anniversary of the Grant Date, the Option shall vest and become exercisable with respect to an additional twenty percent (20%) of the Shares; (d) on the fourth anniversary of the Grant Date, the Option shall vest and become exercisable with respect to an additional twenty percent (20%) of the Shares; and (e) on the fifth anniversary of the Grant Date, the Option shall vest and become exercisable with respect to an additional twenty percent (20%) 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, the Option shall vest and become exercisable, to the extent not already vested and exercisable, upon a Change of Control or a Corporate Reorganization, if the Company shall send Participant prior written notice of the effectiveness of such event and the last day on which Participant may exercise the Option. Participant may, upon compliance with all of the terms of this Agreement and the Plan, purchase any or all of the Shares upon with respect to which the Optionee’s Termination Option is vested and exercisable on or prior to the last day specified in such notice, and, to the extent the Option is not exercised, it shall terminate at 5:00 P.M., eastern standard time, on the last day specified in such notice. The last day specified in the notice shall not be less than twenty (20) days after the date of Employment if the Optionee’s Termination of Employment is due to his or her Retirement, death or Disabilitynotice.

Vesting and Exercise of Option. (a) The Option shall vest and become exercisable in increments in accordance with the schedule set forth below, provided that the Option shall vest and become exercisable with respect to an increment as specified only if the Optionee Participant has not incurred a Termination of Employment prior to the vesting date with respect to such increment: (ai) no portion of the Option shall vest or become exercisable prior to the first anniversary of the Grant Date; (bii) on the first anniversary of the Grant Date one fourth Date, the Option shall vest and become exercisable with respect to 25% of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisable); (ciii) on the second anniversary of the Grant Date Date, the Option shall vest and become exercisable with respect to an additional one fourth 25% of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisablefor a total of 50% of the number of Shares subject to the Option); (div) on the third anniversary of the Grant Date Date, the Option shall vest and become exercisable with respect to an additional one fourth 25% of the number of Shares subject to the Option (as indicated in Section 1) shall vest and become exercisablefor a total of 75% of the number of Shares subject to the Option); and (ev) on the fourth anniversary of the Grant Date Date, the Option shall vest and become exercisable with respect to the remaining one fourth 25% of the number of Shares subject to the Option (as indicated in Section 1for a total of 100% of the number of Shares subject to the Option). (b) shall vest and become exercisable. Notwithstanding the vesting provisions described above, the Option shall vest and become exercisable with respect to 100% of the Shares upon the OptioneeParticipant’s Termination of Employment if the OptioneeParticipant’s Termination of Employment is due to his or her Retirement, death or DisabilityDisability or as may otherwise be provided pursuant to the terms of that certain Employment Agreement dated as of May 13, 2014 between the Company, Krispy Kreme Doughnut Corporation and the Participant (the “Employment Agreement”), the terms of which Employment Agreement are hereby incorporated by reference and made a part of this Agreement. (c) In addition, the following provisions shall apply in the event of a Change in Control (except to the extent otherwise provided in the Employment Agreement): (i) To the extent the successor company does not assume or substitute for the Option (or the Company is the ultimate parent corporation and does not continue the Option) on substantially equivalent terms (as determined by the Committee), the Option will become vested and exercisable in full upon the effective date of the Change in Control. (ii) Further, in the event that the Option is substituted, assumed or continued, the Option will become vested and exercisable in full if the Participant incurs a Termination of Employment within six months before (in which case vesting shall not occur until the effective date of the Change in Control) or two years after the effective date of a Change in Control if such Termination of Employment (A) is by the Company not for Cause or (B) is by the Participant for Good Reason. In the event that vesting of the Option is accelerated as a result of a Termination of Employment related to a Change in Control as provided herein, the Committee or the Board of Directors, in its discretion, may send the Participant prior written notice of the effectiveness of such event and the last day on which the Participant may exercise the Option. In such event, the Participant 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 vested and exercisable on or prior to the last day specified in such notice, and, to the extent the Option is not exercised, it shall (unless the Committee or the Board of Directors determines otherwise) terminate at 5:00 P.M., Winston-Salem, North Carolina time, on the last day specified in such notice. If no such notice is given, the Option shall terminate as provided in Section 4(f) herein. For the purposes herein, (X) “Good Reason” shall have the meaning set forth in Section 21(c) of the Agreement; and (Y) “Company” shall include the successor to the Company’s business or assets, or if all or substantially all of the voting stock of the Company is held by another public company, such public company. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable pursuant to the provisions above may be purchased pursuant to exercise of the Option at any date subsequent to vesting but 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.