Common use of Vesting Requirement Clause in Contracts

Vesting Requirement. This Option may be exercised only while the Optionee remains employed with the Company or an Affiliate or is serving as a Consultant of the Company or an Affiliate, and only if the Optionee has been continuously in one or more such relationships with the Company or an Affiliate, as the case may be; provided that: (a) The Optionee may exercise this Option during the ninety-day period following his ceasing to be any of the following: (i) an employee of the Company or an Affiliate or (ii) a Consultant to the Company or an Affiliate, but in either case only to the extent that it was exercisable immediately prior to the last of such relationships (i.e. the Optionee shall not progress on the exercise schedule) and only if the Optionee’s employment was not terminated for Cause. If the Optionee dies during such ninety-day period, the Optionee’s Successor (i.e., legal representative of the Optionee’s estate, or the person who has acquired the right by bequest or inheritance), may exercise this Option during the one-year period following the termination of employment. (b) If the Optionee becomes totally and permanently disabled (within the meaning of Code section 22(e)(3)) while in one of the relationships described above in this Section 7, he or she may exercise this Option during the one-year period following his or her termination of employment. (c) If the Optionee dies while in one of the relationships described above in this Section 7, the Optionee’s Successor, may exercise this Option during the one-year period following the date the Optionee dies. (d) If the Optionee ceases to be in one of the relationships described above in this Section 7 after a declaration made pursuant to Section 8 of this Agreement, he or she may exercise the Option at any time permitted by such declaration. Notwithstanding the above, this Option may not be exercised after it has expired.