Vesting of Option Clause Samples

Vesting of Option. Unless the exercisability of the Option is accelerated in accordance with Article 9 of the Plan, the Option shall vest (become exercisable) in accordance with the following schedule: Cumulative No. of No. of Option Shares Option Shares Vested on Vesting Date Vested on Vesting Date Vesting Date ------------ ---------------------- ----------------------- 1st anniversary of grant date 25% 25% 2nd anniversary of grant date 25% 50% 3rd anniversary of grant date 25% 75% 4th anniversary of grant date 25% 100%

Vesting of Option. The Option granted hereunder shall vest as follows: (a) the option to purchase shares of Stock is vested and exercisable as of ___, 200___; (b) the option to purchase shares of Stock is vested and exercisable as of ___, 200___; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) in the event of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the Plan.

Vesting of Option. (a) Except as may otherwise be provided in this Agreement, the options granted hereunder shall become exercisable according to the following schedule: March 29, 2006 100% To the extent exercisable, this Option may be exercised in whole or in part from time to time. Except as provided in Paragraph 2 hereof, the Option may not be exercised at any time unless the Optionee shall have been in the continuous employ of the Company or a subsidiary from the date hereof to the date of the exercise of the Option. For the purposes of this agreement: “subsidiary” shall mean a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest; the continuous employment of the Optionee with the Company or a subsidiary shall not be deemed to have been interrupted, and the Optionee shall not be deemed to have ceased to be an employee of the Company or a subsidiary, by reason of the transfer of his employment among the Company and its subsidiaries. (b) Notwithstanding the provisions of Section 1(a) hereof, the Option shall become immediately exercisable in full upon any change in control of the Company that shall occur while the Optionee is an employee of the Company or a subsidiary. For the purposes of this agreement, the term “change in control” shall mean the occurrence of any of the following events: (i) all or substantially all of the assets of the Company are sold or transferred to another corporation or entity, or the Company is merged, consolidated or reorganized into or with another corporation or entity, with the result that upon conclusion of the transaction less than 51 percent of the outstanding securities entitled to vote generally in the election of directors or other capital interests of the acquiring corporation or entity is owned, directly or indirectly, by the shareholders of the Company generally prior to the transaction; or (ii) there is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report thereto), as promulgated pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation thereto under the Exchange Act) of securities representing 30 percent or more of the combined vo...

Vesting of Option. The Option shall vest and be exercisable according to the following schedule:

Vesting of Option. Subject to the terms and provisions hereof, including section 5 hereof, and the Plan, the Option shall vest and the Grantee may exercise the Option in accordance with the vesting schedule set forth in Schedule 1 (the “Vesting Schedule”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to time, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement, then, so long as the Grantee is providing Service, the then-unvested portion of the Option shall vest upon a Change of Control (as defined in the Retention Agreement ), instead of in accordance with the vesting schedule set forth in Schedule 1. Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of a Change in Control (as defined, as of the date hereof, in the Plan for all purposes of this Agreement) then, so long as the Grantee is still providing Service on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, the portion of the Option that remains outstanding on the date of such termination may thereafter be exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, as a result of a Change in Control, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), the Option may be exercised, to the maximum extent practicable, in the same form.

Vesting of Option. The Option shall vest and become exercisable in accordance with the schedule below: - 33 1 3% of the Option grant shall become exercisable on May 12, 2001; - an additional 33 1/3% of the Option grant shall become exercisable on May 12, 2002; and - the final 33 1/3% of the Option grant shall become exercisable on May 12, 2003.

Vesting of Option. The Option shall vest and become exercisable according to the vesting schedule set forth in the Grant Notice.

Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the term that Optionee serves as a Director of the Company in five (5) equal annual installments of twenty percent (20%) of the Shares covered by this Option, the first installment to be exercisable on the first anniversary of the date of this Option, with an additional twenty percent (20%) of such Shares becoming exercisable on each of the four (4) successive anniversary dates. The installments shall be cumulative (i.e., this option may be exercised, as to any or all shares covered by an installment, at any time or times after an installment becomes exercisable and until expiration or termination of this Option).

Vesting of Option. (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employe...