Common use of Vesting and Exercise of Option Clause in Contracts

Vesting and Exercise of Option. (a) Subject to the provisions contained herein, the Option shall vest as set forth in the Vesting Schedule in the Grant Notice, provided that vesting shall cease when the Optionee is no longer in “continuous employment with the Company” (as defined below). (b) The Option may be exercised, to the extent vested, at any time until the option period ends at 5:00 p.m., Salt Lake City time, on the Expiration Date as set forth in the Grant Notice, subject, however, to the further provisions of this Section 4. (c) The Option shall be exercisable only during the option period by the Optionee: (i) While the Optionee is in “continuous employment with the Company;” provided, however, that if the Optionee’s employment is terminated by the Optionee or by the Company without Cause (as defined below), the Optionee shall have a period of three months from the date the Optionee’s employment terminates in which to exercise the Option to the extent the Option was vested at the time of termination, but in no event later than the expiration of the option period. If the Optionee should die during this three month period, the Option may be exercised by the person or persons to whom the rights under the Option passed by will or the laws of descent and distribution to the same extent and during the same period the Optionee could have exercised the Option had the Optionee not died. (ii) If the Optionee should die or become permanently and totally disabled while employed by the Company, the Option or any unexercised portion thereof, to the extent vested, may be exercised by the Optionee, the Optionee’s conservator or legal guardian or by the person or persons to whom the Optionee’s rights under the Option passed by will or the laws of descent and distribution, not later than twelve months after the Optionee’s death or not later than twelve months after the Optionee’s disability, but in no event later than the expiration of the option period. The Option shall be void if not exercised during the option period. Except as otherwise provided, the option period shall terminate upon the Optionee’s termination of employment if that date is earlier than the Expiration Date of the Option. For purposes of the foregoing, “continuous employment with the Company” shall mean the absence of any interruption or termination of employment with the Company or a subsidiary thereof. Continuous employment shall not be considered interrupted in the case of a leave of absence approved by the Company.

Vesting and Exercise of Option. The Option granted hereunder shall vest as follows: (a) the option to purchase 25% of the shares covered herein shall vest immediately; (b) the option to purchase 25% of the shares covered herein shall vest twelve (12) months after the date of this Agreement; (c) the option to purchase 25% of the shares covered herein shall vest twenty-four (24) months after the date of this Agreement; and (d) the option to purchase 25% of the shares covered herein shall vest thirty-six (36) months after the date of this Agreement. Subject to the provisions contained herein, the Option shall vest as set forth in the Vesting Schedule in the Grant Notice, provided that vesting shall cease when the Optionee is no longer in “continuous employment with the Company” (as defined below). (b) The Option may be exercised, to the extent vested, at any time until the option period ends at 5:00 p.m., Salt Lake City time, on the Expiration Date as set forth in the Grant Notice, subject, however, to the further provisions earlier expiration of this Section 4. (c) The Option shall be exercisable only during the option period by the Optionee: (i) While the Optionee is in “continuous employment with the Company;” as herein provided, however, that if the Optionee’s employment is terminated by the Optionee or by the Company without Cause (as defined below), the Optionee shall have a period of three months from the date the Optionee’s employment terminates in which to exercise the Option to the extent the Option was vested at the time of termination, but in no event later than the expiration of the option period. If the Optionee should die during this three month period, the Option may be exercised by the person or persons to whom the rights under the Option passed by will or the laws of descent and distribution written notice to the same extent and during the same period the Optionee could have exercised the Option had the Optionee not died. (ii) If the Optionee should die or become permanently and totally disabled while employed by the Company, the Option or any unexercised portion thereof, Company at its principal executive office addressed to the extent vested, may attention of its Chief Executive Officer. The options granted hereunder must be exercised within thirty-six (36) months after the date they become vested or they will expire worthless. This Option is not transferable by the Optionee, the Optionee’s conservator or legal guardian or by the person or persons to whom the Optionee’s rights under the Option passed Employee otherwise than by will or the laws of descent and distribution, not later than twelve months after the Optionee’s death or not later than twelve months after the Optionee’s disability, but in no event later than the expiration and may be exercised only by Employee during Employee's lifetime. This option may be exercised only while Employee remains an employee of the option period. The Option shall Company and will 2 terminate and cease to be void if not exercised during the option period. Except as otherwise provided, the option period shall terminate exercisable upon the Optionee’s termination of employment if that date is earlier than the Expiration Date of the Option. For purposes of the foregoing, “continuous employment with the Company” shall mean the absence of any interruption or Employee's termination of employment with the Company, except that: (a) If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised in full (whether or not the option is fully vested) by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one (1) year following such termination. (b) If Employee dies while in the employ of the Company, Employee's estate, or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option in full (whether or not the option is fully vested) at any time during the period of one (1) year following the date of Employee's death. (c) If Employee's employment with the Company terminates for any reason other than as described in (a) or (b) above, unless Employee voluntarily terminates without the written consent of the Company or is terminated for cause, this Option may be exercised by Employee at any time during the period of three (3) months following such termination, or by Employee's estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during a period of one (1) year following Employee's death if Employee dies during such three-month period, but in each case only to the extent the Option was vested and only as to the number of shares Employee was entitled to purchase hereunder as of the date Employee's employment so terminates. For purposes of this Agreement, "cause" shall mean the inability of Employee, through sickness or other incapacity, to perform his duties under this employment agreement for a period of six (6) months, dishonesty, theft, conviction of a crime involving moral turpitude or commission of a material act of fraud against the Company or its subsidiaries, failure of Employee to observe or perform his material duties and obligations as an employee of the Company or a subsidiary material breach of his employment agreement. The purchase price of shares as to which this Option is exercised shall be paid in full at the time of exercise (a) in cash (including check, bank draft or money order payable to the order of the Company), or (b) by delivering to the Company shares of Stock having a fair market value equal to the purchase price, or (c) a combination of cash and Stock. No fraction of a share of Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the exercise price thereof, rather Employee shall provide a cash payment for such amount as is necessary to effect the issuance and acceptance of only whole shares of Stock. Continuous employment Unless and until a certificate or certificates representing such shares shall have been issued by the Company to Employee, Employee (or the person permitted to exercise this Option in the event of Employee's death) shall not be considered interrupted in or have any of the case rights or privileges of a leave stockholder of absence approved by the Company.the

Vesting and Exercise of Option. (a) Subject to the provisions contained hereinsubsections (b) and (c) below, the Option shall vest be vested and exercisable pursuant to the following schedule, provided the Optionee has been in the continuous employ of the Company as an Eligible Employee through the periods set forth: First Anniversary of Effective Date of Employment Agreement (defined below) A Total of One-Fifth of the Option Second Anniversary of Effective Date of Employment Agreement A Total of Two-Fifths of the Option Third Anniversary of Effective Date of Employment Agreement A Total of Three-Fifths of the Option Fourth Anniversary of Effective Date of Employment Agreement A Total of Four-Fifths of the Option Fifth Anniversary of Effective Date of Employment Agreement The Entire Option (b) If Optionee’s employment is involuntarily terminated by the Company other than for Cause (and other than for his Disability) or Optionee’s employment is voluntarily terminated by Optionee for Good Reason, then a portion of the Option shall become vested and exercisable such that the total portion of the Option that has become vested and exercisable is equal to the fraction the numerator of which is the number of whole or partial months of Optionee’s continuous employment with the Company from the Effective Date of the Employment Agreement through the Date of Termination and the denominator of which is sixty (60) (each such capitalized term in this Article IV(b) not defined in the Plan shall have the respective meanings set forth in the Vesting Schedule in Employment Agreement between Optionee and the Grant NoticeCompany dated December 9, provided that vesting shall cease when the Optionee is no longer in 2004; “continuous employment with the Company” (as defined belowEmployment Agreement”). (b) The Option may be exercised, to the extent vested, at any time until the option period ends at 5:00 p.m., Salt Lake City time, on the Expiration Date as set forth in the Grant Notice, subject, however, to the further provisions of this Section 4. (c) The Option shall be exercisable only during Immediately preceding the option period by the Optionee: (i) While the Optionee is occurrence of a Change in “continuous employment with the Company;” provided, however, that if the Optionee’s employment is terminated by the Optionee or by the Company without Cause (Control as defined below), in the Optionee shall have a period of three months from the date the Optionee’s employment terminates in which to exercise the Option to the extent the Option was vested at the time of termination, but in no event later than the expiration of the option period. If the Optionee should die during this three month periodPlan, the Option shall become immediately fully vested and exercisable. (d) The Option, when exercisable, may be exercised by Optionee (or, in the event of the death of the Optionee, by the person or persons to whom the rights under the Option passed by will or the laws of descent and distribution to the same extent and during the same period the Optionee could have exercised the Option had the Optionee not died. (ii) If the Optionee should die or become permanently and totally disabled while employed by the Company, the Option or any unexercised portion thereof, to the extent vested, may be exercised by the Optionee, the Optionee’s conservator or legal guardian or by the person or persons to whom the Optionee’s rights under the Option passed passes by will or the laws of descent and distribution) in whole at any time or in part from time to time (provided that each exercise shall be for 1,000 shares of Stock, not later than twelve months after as constituted at the Optionee’s death time of such exercise, or not later than twelve months after the Optionee’s disability, but in no event later than the expiration of the option period. The any multiple thereof unless such Option shall be void if not exercised during for less than 1,000 shares, in which event such exercise shall be for the option period. Except as otherwise provided, the option period shall terminate upon the Optionee’s termination full number of employment if that date is earlier than the Expiration Date of the shares represented by such Option. For purposes of the foregoing, “continuous employment with the Company” shall mean the absence of any interruption or termination of employment with ) by submitting written notice thereof to the Company or a subsidiary thereof. Continuous employment shall not its duly authorized agent or representative on such forms as may be considered interrupted in the case of a leave of absence approved provided by the CompanyCompany accompanied by payment in full, in cash, for the shares to be purchased.

Vesting and Exercise of Option. The Option will vest and become exercisable in accordance with the vesting schedule specified in the Award Notice (a) Subject the “Vesting Schedule”), subject to Section 3 below. If Optionee’s employment terminates before the provisions contained hereinOption is fully vested, the Option shall will vest and be exercisable as set forth follows: (i) Notwithstanding the provisions of Section 5 below, in the Vesting Schedule in event of Optionee’s death while the Grant NoticeAward is outstanding, the Option will immediately become fully exercisable (to the extent not exercisable on the date of death) and will continue to be exercisable by Optionee’s beneficiary, executor, administrator or legal representative through the earlier of: (A) the date which is three (3) years after the date of Optionee’s death, and (B) the Expiration Date; provided, however, that the Option will continue to be exercisable for at least one (1) year following the date of Optionee’s death, even if this one-year period extends beyond the Expiration Date. (ii) In the event of Optionee’s Disability (as defined below) while the Award is outstanding, provided that vesting shall cease when Optionee has been continuously employed with the Company for at least one (1) year following the Award Date and prior to the date of Disability, Optionee is no longer in “continuous will be treated as continuing employment with the CompanyCompany during the Disability for purposes of determining the vesting and exercisability of the Options. For purposes of this Award, Optionee will have a “Disability” if Optionee is receiving benefits under the long-term disability plan maintained by Optionee’s employer. (iii) Notwithstanding the provisions of Section 5 below, in the event of Optionee’s Retirement (as defined below) while the Award is outstanding, any unvested Options will fully vest and become exercisable as of date of Optionee’s Retirement and will remain exercisable through the Expiration Date, subject to Section 3 below and provided that Optionee has been continuously employed with the Company for at least one (1) year following the Award Date. For purposes of this Award, “Retirement” means Optionee’s termination of employment (other than for Cause as described in subsection (iv) below) on or after attaining age 55 and completing five (5) years of service with the Company or its predecessors or affiliates. In the event of a Change in Control (as defined in Section 5 below), Optionee will receive the treatment described in this Section 2(b)(iii) if Optionee terminates employment after qualifying for Retirement, even if Optionee does not have Good Reason (as defined below). (b) The Option may be exercised, to the extent vested, at any time until the option period ends at 5:00 p.m., Salt Lake City time, on the Expiration Date as set forth in the Grant Notice, subject, however, to the further provisions of this Section 4. (c) The Option shall be exercisable only during the option period by the Optionee: (i) While the Optionee is in “continuous employment with the Company;” provided, however, that if the Optionee’s employment is terminated by the Optionee or by the Company without Cause (as defined below), the Optionee shall have a period of three months from the date the Optionee’s employment terminates in which to exercise the Option to the extent the Option was vested at the time of termination, but in no event later than the expiration of the option period. If the Optionee should die during this three month period, the Option may be exercised by the person or persons to whom the rights under the Option passed by will or the laws of descent and distribution to the same extent and during the same period the Optionee could have exercised the Option had the Optionee not died. (ii) If the Optionee should die or become permanently and totally disabled while employed by the Company, the Option or any unexercised portion thereof, to the extent vested, may be exercised by the Optionee, the Optionee’s conservator or legal guardian or by the person or persons to whom the Optionee’s rights under the Option passed by will or the laws of descent and distribution, not later than twelve months after the Optionee’s death or not later than twelve months after the Optionee’s disability, but in no event later than the expiration of the option period. The Option shall be void if not exercised during the option period. Except as otherwise provided, the option period shall terminate upon the Optionee’s termination of employment if that date is earlier than the Expiration Date of the Option. For purposes of the foregoing, “continuous employment with the Company” shall mean the absence of any interruption or termination of employment with the Company or a subsidiary thereof. Continuous employment shall not be considered interrupted in the case of a leave of absence approved by the Company.

Vesting and Exercise of Option. The Option will vest and become exercisable in accordance with the vesting schedule specified in the Award Notice (a) Subject the “Vesting Schedule”), subject to Section 3 below. If Optionee’s employment terminates before the provisions contained hereinOption is fully vested, the Option shall will vest and be exercisable as set forth follows: (i) Notwithstanding the provisions of Section 5 below, in the Vesting Schedule in event of Optionee’s death while the Grant NoticeAward is outstanding, the Option will immediately become fully exercisable (to the extent not exercisable on the date of death) and will continue to be exercisable by Optionee’s beneficiary, executor, administrator or legal representative through the earlier of: (A) the date which is three (3) years after the date of Optionee’s death, and (B) the Expiration Date; provided, however, that the Option will continue to be exercisable for at least one (1) year following the date of Optionee’s death, even if this one-year period extends beyond the Expiration Date. (ii) In the event of Optionee’s Disability (as defined below) while the Award is outstanding, provided that vesting shall cease when Optionee has been continuously employed with the Company for at least one (1) year following the Award Date and prior to the date of Disability, Optionee is no longer in “continuous will be treated as continuing employment with the CompanyCompany during the Disability for purposes of determining the vesting and exercisability of the Options. For purposes of this Award, Optionee will have a “Disability” if Optionee is receiving benefits under the long-term disability plan maintained by Optionee’s employer. (iii) Notwithstanding the provisions of Section 5 below, in the event of Optionee’s Retirement (as defined below) while the Award is outstanding, any unvested Options will fully vest and become exercisable as of date of Optionee’s Retirement and will remain exercisable through the Expiration Date, subject to Section 3 below and provided that Optionee has been continuously employed with the Company for at least one (1) year following the Award Date. For purposes of this Award, “Retirement” means Optionee’s termination of employment (other than for Cause as described in subsection (iv) below) on or after attaining age 55 and completing five (5) years of service with the Company or its predecessors or affiliates. In the event of a Change in Control, Optionee will receive the treatment described in this Section 2(b)(iii) if Optionee terminates employment after qualifying for Retirement, even if Optionee does not have Good Reason (as defined below). (b) The Option may be exercised, to the extent vested, at any time until the option period ends at 5:00 p.m., Salt Lake City time, on the Expiration Date as set forth in the Grant Notice, subject, however, to the further provisions of this Section 4. (c) The Option shall be exercisable only during the option period by the Optionee: (i) While the Optionee is in “continuous employment with the Company;” provided, however, that if the Optionee’s employment is terminated by the Optionee or by the Company without Cause (as defined below), the Optionee shall have a period of three months from the date the Optionee’s employment terminates in which to exercise the Option to the extent the Option was vested at the time of termination, but in no event later than the expiration of the option period. If the Optionee should die during this three month period, the Option may be exercised by the person or persons to whom the rights under the Option passed by will or the laws of descent and distribution to the same extent and during the same period the Optionee could have exercised the Option had the Optionee not died. (ii) If the Optionee should die or become permanently and totally disabled while employed by the Company, the Option or any unexercised portion thereof, to the extent vested, may be exercised by the Optionee, the Optionee’s conservator or legal guardian or by the person or persons to whom the Optionee’s rights under the Option passed by will or the laws of descent and distribution, not later than twelve months after the Optionee’s death or not later than twelve months after the Optionee’s disability, but in no event later than the expiration of the option period. The Option shall be void if not exercised during the option period. Except as otherwise provided, the option period shall terminate upon the Optionee’s termination of employment if that date is earlier than the Expiration Date of the Option. For purposes of the foregoing, “continuous employment with the Company” shall mean the absence of any interruption or termination of employment with the Company or a subsidiary thereof. Continuous employment shall not be considered interrupted in the case of a leave of absence approved by the Company.

Vesting and Exercise of Option. The Option will vest and become exercisable in accordance with the vesting schedule specified in the Award Notice (a) Subject the “Vesting Schedule”), subject to Section 3 below. If Optionee’s employment terminates before the provisions contained hereinOption is fully vested, the Option shall will vest as set forth in the Vesting Schedule in the Grant Notice, provided that vesting shall cease when the Optionee is no longer in “continuous employment with the Company” (as defined below). (b) The Option may be exercised, to the extent vested, at any time until the option period ends at 5:00 p.m., Salt Lake City time, on the Expiration Date as set forth in the Grant Notice, subject, however, to the further provisions of this Section 4. (c) The Option shall and be exercisable only during the option period by the Optioneeas follows: (i) While Notwithstanding the Optionee provisions of Section 5 below, in the event of Optionee’s death while the Award is in “continuous employment with outstanding, the Company;” Option will immediately become fully exercisable (to the extent not exercisable on the date of death) and will continue to be exercisable by Optionee’s beneficiary, executor, administrator or legal representative through the earlier of: (A) the date which is three (3) years after the date of Optionee’s death, and (B) the Expiration Date; provided, however, that if the Option will continue to be exercisable for at least one (1) year following the date of Optionee’s employment is terminated by death, even if this one-year period extends beyond the Optionee or by the Company without Cause (as defined below), the Optionee shall have a period of three months from the date the Optionee’s employment terminates in which to exercise the Option to the extent the Option was vested at the time of termination, but in no event later than the expiration of the option period. If the Optionee should die during this three month period, the Option may be exercised by the person or persons to whom the rights under the Option passed by will or the laws of descent and distribution to the same extent and during the same period the Optionee could have exercised the Option had the Optionee not diedExpiration Date. (ii) If In the event of Optionee’s Disability (as defined below) while the Award is outstanding, provided that Optionee should die or become permanently has been continuously employed with the Company for at least one (1) year following the Award Date and totally disabled while employed by the Company, the Option or any unexercised portion thereof, prior to the extent vesteddate of Disability, may Optionee will be exercised by treated as continuing employment with the Optionee, Company during the Optionee’s conservator or legal guardian or by Disability for purposes of determining the person or persons to whom the Optionee’s rights under the Option passed by will or the laws of descent vesting and distribution, not later than twelve months after the Optionee’s death or not later than twelve months after the Optionee’s disability, but in no event later than the expiration exercisability of the option period. The Option shall be void if not exercised during the option period. Except as otherwise provided, the option period shall terminate upon the Optionee’s termination of employment if that date is earlier than the Expiration Date of the OptionOptions. For purposes of this Award, Optionee will have a “Disability” if Optionee is receiving benefits under the foregoinglong-term disability plan maintained by Optionee’s employer. (iii) Notwithstanding the provisions of Section 5 below, “continuous employment with in the Company” shall mean event of Optionee’s Retirement (as defined below) while the absence Award is outstanding, any unvested Options will fully vest and become exercisable as of any interruption or termination date of employment Optionee’s Retirement and will remain exercisable through the Expiration Date, subject to Section 3 below and provided that Optionee has been continuously employed with the Company or a subsidiary thereoffor at least one (1) year following the Award Date. Continuous employment shall not be considered interrupted in the case For purposes of a leave of absence approved by the Company.this Award, “

Vesting and Exercise of Option. This Option shall be exercisable from time to time only to the extent that Holder then has become vested in this Option. As of any date during the term of this Option, Holder shall be entitled to purchase such number of the Option Shares (to the extent not previously purchased hereunder) as is determined by multiplying the total number of Option Shares times Holder's then-current vesting percentage as determined under Sections 2(a), below. (a) Subject to acceleration pursuant to Section 7, below, Holder shall become vested in this Option over the provisions contained herein, four-year period commencing on the Option shall vest as "Vesting Commencement Date" set forth on the signature page hereof (the "Vesting Commencement Date") as follows: (i) Holder shall become vested in twenty-five percent (25%) of this Option following Holder's completing one year of continuous service as an employee of the Company from and after the Vesting Schedule Commencement Date, and (ii) thereafter, Holder shall become vested in one-thirty-sixth (1/36th) of the Grant Notice, provided remainder of this Option for each complete period of thirty (30) consecutive days that vesting shall cease when the Optionee is no longer in “continuous employment Holder subsequently remains continuously employed with the Company” (as defined below)Company from and after the first annual anniversary of the Vesting Commencement Date. (b) The Holder may exercise this Option may be exercised, to the extent vested, at any time until during the option period ends at 5:00 p.m.term hereof with respect to Option Shares in which Holder has become vested by delivering to the Company (i) a written notice of exercise, Salt Lake City timespecifying the number of Option Shares that Holder has elected to purchase hereunder and the address to which the certificate representing such shares is to be mailed, on (ii) cash, certified or bank check or postal money order payable to the Expiration Date order of the Company for an amount equal to the sum of (x) the Exercise Price of such shares, plus (y) the amount, if any, required to fund withholding taxes due with respect to such exercise, as contemplated by Section 11, below, and (iii) such documentation as is necessary to satisfy the conditions precedent to exercise set forth in the Grant NoticeSection 3, subject, however, to the further provisions of this Section 4below. (c) The Option shall be exercisable only during the option period by the Optionee: (i) While the Optionee is in “continuous employment with the Company;” provided, however, that if the Optionee’s employment is terminated by the Optionee or by the Company without Cause (as defined below), the Optionee shall have a period of three months from the date the Optionee’s employment terminates in which to exercise the Option to the extent the Option was vested at the time of termination, but in no event later than the expiration of the option period. If the Optionee should die during this three month period, the Option may be exercised by the person or persons to whom the rights under the Option passed by will or the laws of descent and distribution to the same extent and during the same period the Optionee could have exercised the Option had the Optionee not died. (ii) If the Optionee should die or become permanently and totally disabled while employed by the Company, the Option or any unexercised portion thereof, to the extent vested, may be exercised by the Optionee, the Optionee’s conservator or legal guardian or by the person or persons to whom the Optionee’s rights under the Option passed by will or the laws of descent and distribution, not later than twelve months after the Optionee’s death or not later than twelve months after the Optionee’s disability, but in no event later than the expiration of the option period. The Option shall be void if not exercised during the option period. Except as otherwise provided, the option period shall terminate upon the Optionee’s termination of employment if that date is earlier than the Expiration Date of the Option. For purposes of the foregoing, “continuous employment with the Company” shall mean the absence of any interruption or termination of Holder's employment with the Company or a subsidiary thereof. Continuous is terminated for any reason prior to Holder's becoming one hundred percent (100%) vested in this Option, then Holder's rights with respect to the unvested portion of this Option shall expire forthwith on the effective date as of which Holder's employment shall not be considered interrupted in the case of a leave of absence approved by the Companyis terminated.