Vesting and Exercise Schedules Clause Samples

Vesting and Exercise Schedules. (a) This Option shall become vested with respect to 33 1/3% of the aggregate number of shares of Stock subject to this Option on each of the first through third anniversaries of the Grant Date; provided, however, that the Optionee must be continuously employed with the Company or its Subsidiary from the Grant Date through the date of the applicable anniversary in order for the Option to vest with respect to shares of Stock on such date. If an installment of the vesting would result in a fractional vested share of Stock, such installment shall be rounded to the next higher share of Stock, as determined by the Company, except the final installment, which shall be for the balance of the shares of Stock subject to this Option. (b) This Option shall fully vest, irrespective of the limitations set forth in subparagraph (a) above, in the event of the Optionee’s death while employed by the Company or its Subsidiary, provided that the Optionee shall have been continuously employed by the Company since the Grant Date. (c) In the event the Optionee’s services as an employee of the Company or its Subsidiary are terminated for any reason (other than death), this Option shall immediately terminate and be of no force and effect with respect to any shares of Stock as to which the Option has not previously vested. With respect to any shares of Stock as to which the Option is vested and exercisable on the date of termination, the Option will terminate upon the earlier of i) ninety (90) days after the date of such termination or ii) the seventh anniversary of the Grant Date. For this purpose, the Optionee’s services as an employee are not deemed terminated if, prior to sixty (60) calendar days after the date of termination of employment with the Company, the Optionee is rehired by the Company or a Subsidiary; and the Optionee’s transfer from the Company to its Subsidiary or from one Subsidiary to another shall not be deemed a termination of employment.
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Vesting and Exercise Schedules. (a) The Option shall be vested with respect to 50% of the aggregate number of shares of Common Stock subject to the Option immediately upon the occurrence of the First Closing, (as defined in the Employment Agreement). On the first anniversary of the First Closing, the Option shall vest with respect to an additional 25% of the aggregate number of shares of Common Stock subject to the Option. On the second anniversary of the First Closing, the Option shall vest with respect to the remaining balance of the aggregate number of shares subject to the Option. (b) The Option shall immediately vest and become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, in the event of: (i) the Optionee's death; (ii) the Optionee's Disability (as such term is defined in Section 10.2 of the Employment Agreement); (iii) the termination of the Agreement Term (as defined in the Employment Agreement), by the Company, not "for cause" (as defined in Section 9 of the Employment Agreement); or (iv) the termination of the Agreement Term, by Optionee, pursuant to Section 10.3.1 of the Employment Agreement. (c) If the Agreement Term is terminated (i) by the Company, "for cause" (as defined therein) or (ii) by Optionee, pursuant to Section 10.3.3 of the Employment Agreement, the Option shall terminate and be of no force and effect with respect to any shares of Common Stock as to which the Option has not previously vested.
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Vesting and Exercise Schedules. (a) Cement Vesting Criteria. shares of the Common Stock covered by this Option (the “Cement Option Shares”) shall vest in accordance with the criteria attached to this Agreement as Exhibit A. (b) Con/Agg Vesting Criteria. shares of the Common Stock covered by this Option (the “Con/Agg Option Shares”) shall vest in accordance with the criteria attached to this Agreement as Exhibit B. (c) Wallboard Criteria. shares of the Common Stock covered by this Option (the “Wallboard Option Shares”) shall vest in accordance with the criteria attached to this Agreement as Exhibit C. (d) Paperboard Vesting Criteria. shares of the Common Stock covered by this Option (the “Paperboard Option Shares”) shall vest in accordance with the criteria attached to this Agreement as Exhibit D. (e) Corporate Vesting Criteria. shares of the Common Stock covered by this Option (the “Corporate Option Shares”) shall vest in accordance with the criteria attached to this Agreement as Exhibit E. At the end of the Vesting Period, if any Option Shares remain unvested, such Option Shares shall be forfeited. The Optionee must be in continuous employment with the Company or any of its Affiliates or serve as a Director from the Award Date through the Performance Vesting Date in order for the Option Shares to vest as provided in this Section 2.
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Vesting and Exercise Schedules 
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Related to Vesting and Exercise Schedules

  • Vesting and Exercise Once vested, this Warrant may be exercised as -------------------- to such vested portion whether or not at the time of such exercise the Warrantholder is an employee of (or consultant to) the Company (or one or more of its subsidiaries); however, this Warrant shall automatically terminate as to any unvested portion at any such time as the Warrantholder is no longer employed by (or a consultant to) the Company (or any of its subsidiaries). If this Warrant is not exercised prior to 5:00 P.M. on the Expiration Date (or the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), this Warrant, or any new Warrant issued pursuant to Section 1.1, shall cease to be exercisable and shall become void and all rights of the Warrantholder hereunder shall cease. This Warrant shall not be exercisable, and no Warrant Shares shall be issued hereunder, prior to 9:00 A.M., New York City time, on the applicable Exercise Date.

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

  • Vesting and Exercise of Option The Option shall vest and become exercisable during its term in accordance with the following provisions:

  • Vesting and Exercisability of Option The Option shall vest, and may be exercised, with respect to the Shares as set forth in the Optionee Statement attached hereto and made a part hereof, subject to earlier termination of the Option as provided in Sections 1.4 and 6 hereof or in the Plan. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the Exercise Term unless sooner terminated as provided herein.

  • Duration and Exercisability (a) Subject to the terms and conditions set forth in this Agreement and the Plan, and Grantee being an employee of the Company or its direct or indirect subsidiaries, if any, on each applicable vesting date, the Option shall vest on, and may be exercised by Grantee on the vesting dates, and in accordance with the vesting schedule, set forth on Exhibit A to this Agreement. Notwithstanding the foregoing or anything set forth on Exhibit A to this Agreement, vesting of the Option shall immediately cease upon the occurrence of any of the events provided for in Sections 3(a)-(d), as applicable. (b) Except as permitted pursuant to the Plan, (i) during the lifetime of Grantee, the Option shall be exercisable only by Grantee or, if permissible under applicable law, by ▇▇▇▇▇▇▇’s guardian or legal representative, (ii) the Option shall not be assignable or transferable by Grantee, other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code, Title I of the Employee Retirement Income Security Act, or the rules promulgated thereunder, and (iii) the Option may not be sold, assigned, transferred or otherwise disposed of, or pledged, alienated, attached, hypothecated, or otherwise encumbered in any manner (whether by operation of law or otherwise), and will not be subject to execution, attachment or other process. Any purported sale, assignment, transfer, pledge, alienation, attachment or encumbrance in violation of the terms of this Agreement or the Plan shall be void and unenforceable against the Company or any of its subsidiaries. Any sale, assignment, transfer, pledge, hypothecation, or other disposition of the Option or any attempt to make any such levy of execution, attachment or other encumbrance will cause the Option to terminate immediately, unless the Board of Directors of the Company or the Committee (as defined in the Plan), in their sole and absolute discretion for any reason or no reason at any time and from time to time, specifically waives applicability of this provision. (c) Notwithstanding any other provisions in this Agreement or the Plan, the Option shall expire and terminate, and shall cease to be exercisable, on the expiration date set forth on Exhibit A to this Agreement (the “Expiration Date”). (d) The Company assumes no responsibility for individual income taxes, penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option or any subsequent disposition of Common Shares. Additionally, the Company assumes no responsibility in the event that the Option or any portion thereof is ultimately determined to not be an ISO or the tax treatment therefore is ultimately determined to be other than the tax treatment afforded for ISOs, whether such other treatment is the result of changes in the tax laws, a disqualifying disposition by Grantee, or for any other reason. Grantee should consult with ▇▇▇▇▇▇▇’s personal tax advisor regarding the tax ramifications, if any, which result from the grant, vesting, adjustment, forfeiture, termination, recoupment or exercise of the Option, and any subsequent disposition of Common Shares. If, in the Company’s sole and absolute discretion for any reason or no reason at any time and from time to time, it is necessary or appropriate to collect or withhold federal, state or local taxes in connection with the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of any portion of the Option and/or any subsequent disposition of Common Shares, the Company shall be entitled to require the payment of such amounts as a condition to exercise. Prior to any relevant taxable or tax withholding event, as applicable, Grantee shall pay or make arrangements satisfactory to the Company to satisfy all withholding obligations. In furtherance and without limiting the generality of the foregoing, Grantee (on its own behalf and on behalf of each and every other proper party as described in Section 2(b) and/or Section 3(c) of this Agreement) hereby authorizes the Company, in its sole and absolute discretion for any reason or no reason at any time and from time to time (including without limitation, pursuant to the then-current procedures implemented by the Administrator, as such Administrator and procedures are designated by the Company in its sole and absolute discretion for any reason or no reason at any time and from time to time), to satisfy all withholding and all other obligations with regard to any individual income taxes, penalties or interest related to the grant, vesting, forfeiture, termination, recoupment, adjustment or exercise of the Option and/or any subsequent disposition of Common Shares by one or a combination of the following: i. withholding from any wages or other cash or equity compensation payable to Grantee by the Company; ii. withholding Common Shares that are otherwise issuable upon exercise of the Option; iii. arranging for the sale of Common Shares that are otherwise issuable upon exercise of the Option, including, without limitation, selling Common Shares as part of a block trade with other grantees under the Plan or otherwise; and/or iv. withholding from the proceeds of the sale of Common Shares issued upon exercise of the Option or other Common Shares issuable to the Grantee. (e) In accepting the terms and conditions of this Agreement and the Option and in considering the exercise of the Option, Grantee understands, acknowledges, agrees and hereby stipulates that he or she has used and shall use the same independent investment judgment that ▇▇▇▇▇▇▇ would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any reasonable period of time and the price of the Common Shares may go down as well as up. No guarantees are made as to the future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will exist in the future. No representations are made by the Company except as may be contained in any active registration statement on file with the United States Securities and Exchange Commission (“SEC”) relating to the Plan at the time of the applicable exercise of the Option.