Common use of Vesting and Exercise Clause in Contracts

Vesting and Exercise. Each stock option agreement specifies the term of the option and the date or dates when the option becomes exercisable. The terms of vesting are determined by the Administrator. Options granted by us to newly hired employees generally vest over a five year period. Subject to continued employment with Agile, 20% of the shares subject to the option vest 12 months following the date of grant and then 1/60th of the shares subject to the option vest each month thereafter. Retention and promotion grants may have other vesting terms, and often vest over a shorter period of time. The New Options granted through the offer will vest upon the same schedule as the applicable corresponding Eligible Option or Returned Option that was returned for exchange (except that the number of shares vesting each month will be adjusted for the fact that the New Options will be exercisable for 75% of the shares for which the corresponding returned option was exercisable), as follows: . any tendered option that was fully vested on the date that the offer expires will be fully vested, . any portion of an option unvested on the date the offer expires that would have been fully vested on the date the New Option is granted (at least six months and one day from the date this offer expires) will be fully vested on the date that the New Option is granted (but for 75% of the shares for which the returned option would have been vested), and . any remaining unvested portion of an option will continue to vest during the period of cancellation and shall have a vesting schedule that is equivalent to what would have been in place had the cancelled option remained in effect (except that the number of shares vesting each month will be adjusted for the fact that the New Options will be exercisable for 75% of the corresponding returned option). For example: . An employee tenders for cancellation of an option that is 20/60th vested at the time of cancellation. . The New Option is granted 6 months and one day after cancellation of the old option. . The New Option will be 26/60th (plus one day) vested at the time of grant, but will only be exercisable for 75% of the shares subject to the tendered option.

Vesting and Exercise. Each stock option agreement specifies the term of the option and the date or dates when the option becomes exercisable. The terms of vesting are determined by the Administrator. Options granted by us to newly hired employees generally vest over a five year period. Subject to continued employment with Agile, 20% of the shares subject to the option vest 12 months following the date of grant and then 1/60th of the shares subject to the option vest each month thereafter. Retention and promotion grants may have other vesting terms, and often vest over a shorter period of time. The New Options granted through the offer will vest upon the same schedule as the applicable corresponding Eligible Option or Returned Required Option that was returned for exchange (except that the number of shares vesting each month will be adjusted for the fact that the New Options will be exercisable for 75% of the shares for which the corresponding returned option was exercisable), as follows: . any tendered option that was fully vested on the date that the offer expires will be fully vested, ; . any portion of an option unvested on the date the offer expires that would have been fully vested on the date the New Option is granted (at least six months and one day from the date this offer expires) will be fully vested on the date that the New Option is granted (but for 75% of the shares for which the returned option would have been vested), ; and . any remaining unvested portion of an option will continue to vest during the period of cancellation and shall have a vesting schedule that is equivalent to what would have been in place had the cancelled option remained in effect (except that the number of shares vesting each month will be adjusted for the fact that the New Options will be exercisable for 75% of the corresponding returned option). For example: . An employee tenders for cancellation of an option that is 20/60th vested at the time of cancellation. . The New Option is granted 6 six months and one day after cancellation of the old option. . The New Option will be 26/60th (plus one day) vested at the time of grant, but will only be exercisable for 75% of the shares subject to the tendered option.

Vesting and Exercise. Each stock option agreement specifies (a) Except as set forth below, the term Option shall vest and become exercisable in installments as provided below, which shall be cumulative. To the extent that the Option has become vested and exercisable as provided below, the Option thereafter may be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration or earlier termination of the option Option as provided herein and in accordance with Section 6.3(d) of the Plan, including, without limitation, the filing of such written form of exercise notice, if any, as may be required by the Committee or the Company and the date or dates when payment in full of the option becomes Option Price multiplied by the number of Option Shares underlying the portion of the Option exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable. The terms of vesting are determined by following table indicates each date upon which the Administrator. Options granted by us Participant shall be vested and entitled to newly hired employees generally vest over a five year period. Subject exercise the Option with respect to continued employment with Agile, 20% the percentage of the shares Option Shares indicated beside such date, provided that the Participant has not had a Termination of Employment any time prior to such date (each of the dates set forth below being herein called a “Vesting Date”): First Anniversary of Grant Date 25% Second Anniversary of Grant Date 50% Third Anniversary of Grant Date 75% Fourth Anniversary of Grant Date 100% (b) There shall be no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the appropriate Vesting Date, provided that the Participant has not had a Termination of Employment at any time prior to such Vesting Date. (c) The Option will become fully vested on a Change in Control. (d) In consideration for the grant of the Option and in addition to any other remedies available to the Company, the Participant acknowledges and agrees that the Option is subject to the option vest 12 months following provisions in the date of grant and then 1/60th Plan regarding any Detrimental Activity. If the Participant engages in any Detrimental Activity prior to the exercise of the shares subject to Option, then the option vest each month thereafter. Retention Option shall terminate and promotion grants may have other vesting terms, and often vest over a shorter period expire as of time. The New Options granted through the offer will vest upon the same schedule as the applicable corresponding Eligible Option or Returned Option that was returned for exchange (except that the number of shares vesting each month will be adjusted for the fact that the New Options will be exercisable for 75% of the shares for which the corresponding returned option was exercisable), as follows: . any tendered option that was fully vested on the date that the offer expires will be fully vested, . any portion of an option unvested on the date the offer expires that would have been fully vested on the date the New Option is granted (at least six months and one day from the date this offer expires) will be fully vested on the date that the New Option is granted (but for 75% Participant engaged in such Detrimental Activity. As a condition of the shares for which the returned option would have been vested), and . any remaining unvested portion of an option will continue to vest during the period of cancellation and shall have a vesting schedule that is equivalent to what would have been in place had the cancelled option remained in effect (except that the number of shares vesting each month will be adjusted for the fact that the New Options will be exercisable for 75% exercise of the corresponding returned option). For example: . An employee tenders for cancellation of an option that is 20/60th vested Option, the Participant shall be required to certify (or be deemed to have certified) at the time of cancellation. . The New Option exercise in a manner acceptable to the Company that the Participant is granted 6 months in compliance with the terms and one day after cancellation conditions of the old optionPlan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity. . The New Option will If the Participant engages in any Detrimental Activity, then the Company shall be 26/60th entitled to recover from the Participant, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (plus one day) vested whether at the time of grant, but will only be exercisable for 75% of the shares subject to the tendered optionexercise or thereafter).

Vesting and Exercise. Each stock option agreement specifies the term of the option and the date or dates when the option becomes exercisable. The terms of vesting are determined by the Administrator. Options granted by us to newly hired employees generally vest over at a five year period. Subject to continued employment with Agile, 20rate of 25% of the shares subject to the option vest 12 months following the date of grant after twelve months, and then 1/60th 1/48(th) of the shares subject to the option vest each month thereafter, provided the employee remains continuously employed by us. Retention and promotion grants may have other vesting terms, and often vest over a shorter period of time. The New Options Each new option granted through the offer will vest upon the same schedule as the applicable corresponding Eligible Option or Returned Option that was returned for exchange (except that follows: . all shares equal to the number of shares vesting each month will be adjusted for the fact that the New Options will be exercisable for 75% of the shares for which the corresponding returned option was exercisable), as follows: . any tendered option that was were fully vested under the cancelled option on the date that the offer expires Expiration Date will be fully vested, ; . any portion all shares equal to the number of an unvested shares under the cancelled option unvested on the date the offer expires Expiration Date that would have been fully vested on the date the New Option new option is granted (at least six months and one day two days from the date this offer expiresCancellation Date) will be fully vested; and . all remaining unvested shares will vest ratably each month, beginning on the date the new option is granted and ending on the date that is at least twelve months prior to the date that the cancelled option would have been fully vested. In other words, the vesting schedule for each new option will be shortened by approximately twelve months. The following is an example: Old option (cancelled): ---------------------- Total number of shares: 1,000 Grant date: 5/13/99 Vesting start date: 5/13/99 Vesting schedule: 1/4 at 1 year, 1/48 monthly thereafter Total number of shares vested at Expiration Date: 500 Total number of shares unvested at Expiration Date: 500 Scheduled full vesting date: 5/13/03 New Option: ---------- Total number of shares: 1,000 Vesting start date: 12/13/01 Grant date: 12/13/01 Total number of shares vested on grant date: 625 500 (portion of cancelled option that was vested on the Expiration Date) +125 (portion of cancelled option that would have been fully vested on the date that the New Option is granted (but for 75% of the shares for which the returned option would have been vested), and . any remaining unvested portion of an option will continue to vest during the period of cancellation and shall have a vesting schedule that is equivalent to what would have been in place had the cancelled option remained in effect (except that the new options are granted) = 625 Total number of shares unvested on grant date: 375 Vesting schedule for unvested shares: 1/5 of remaining shares for 5 months (17 months remaining until scheduled full vesting each month will be adjusted date for the fact that the New Options will be exercisable for 75% of the corresponding returned optioncancelled option shortened by twelve months). For exampleFully vested: . An employee tenders for cancellation of an option that is 20/60th vested at the time of cancellation. . The New Option is granted 6 months and one day after cancellation of the old option. . The New Option will be 26/60th (plus one day) vested at the time of grant, but will only be exercisable for 75% of the shares subject to the tendered option5/13/02.