Common use of Vesting, Exercisability and Termination Clause in Contracts

Vesting, Exercisability and Termination. (a) No portion of this Stock Option may be exercised until such portion shall have vested. (b) Except as set forth below and in Section 6, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the Option Shares on the respective dates indicated below: Notwithstanding anything herein to the contrary, but without limitation of Section 6, in the event that this Stock Option is assumed or continued by the Company or its successor entity in the sole discretion of the parties to a Sale Event and thereafter remains in effect following such Sale Event as contemplated by Section 6, then 50% of the remaining unvested portion of this Stock Option then outstanding shall be deemed vested and exercisable upon the date on which the Optionee’s employment with the Company and its Subsidiaries or successor entity terminates if such termination occurs within 12 months of such Sale Event and such termination of employment results from a termination by the Company without Cause or by the Optionee for Good Reason.

Vesting, Exercisability and Termination. (a) In connection with the Plan, the Optionee agrees to take all reasonable action requested by the Company in order to give full effect to the terms hereof, including entering into a stockholders agreement in a form reasonably acceptable to the Company. (b) No portion of this Stock Option may be exercised until such portion shall have vested. (bc) Except as set forth below and in Section 6, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall vest in accordance with the following schedule: In any event, all of the Option Shares shall be deemed fully vested and exercisable with respect to the Option Shares on the respective dates indicated below: if Optionee is employed on such date. Notwithstanding anything herein to the contrary, but without limitation of Section 6, in the event that this Stock Option is assumed or continued by the Company or its successor entity in the sole discretion of the parties to a Sale Event and thereafter remains in effect following such Sale Event as contemplated by Section 6, then 50% of the remaining unvested portion of this Stock Option then outstanding shall be deemed vested and exercisable in full upon the date on which the Optionee’s employment with the Company and its Subsidiaries or successor entity terminates if (i) such termination occurs within 12 18 months of such Sale Event and (ii) such termination of employment results from a termination is either by the Company without Cause or by the Optionee for Good Reason.