Common use of Full Vesting of All Stock Options and Restricted Shares Clause in Contracts

Full Vesting of All Stock Options and Restricted Shares. Notwithstanding any provision to the contrary in the Company’s equity incentive plans (the “Equity Plans”) or any award agreement under the Equity Plans, (i) any outstanding, unexercisable stock options or unvested restricted shares shall become fully exercisable and vested as of the Termination Date and (ii) all stock options, whether or not such stock options first become exercisable pursuant to this Agreement, shall remain exercisable until the earlier of (A) the tenth anniversary of the original date of grant or (B) the latest date upon which the option could have expired by its original terms under any circumstances; provided, however, that this sentence shall not restrict the Company’s ability to adjust or settle outstanding stock options pursuant to the terms of the Equity Plans, so long as Executive is treated in any such adjustment or settlement no less favorably than any other employee of the Company; and further provided that if Executive is, or ever has been, a “covered employee” (within the meaning of Section 162(m) of the Code), only a pro-rata portion of any unvested restricted shares that are intended to constitute “performance-based compensation” shall vest incident to an Anticipatory Termination Triggering Event, and solely if the related performance conditions are fully met in accordance with the certification required of the Company’s Compensation Committee by Section 162(m) of the Code.

Full Vesting of All Stock Options and Restricted Shares. Notwithstanding any provision to the contrary in the Company’s equity incentive plans (the “Equity Plans”) or any award agreement under the Equity Plans, (i) any outstanding, unexercisable stock options or unvested restricted shares shall become fully exercisable and vested as of the Termination Date Triggering Event and (ii) all stock options, whether or not such stock options first become exercisable pursuant to this Agreement, shall remain exercisable until the earlier of (A) the tenth anniversary of the original date of grant grant, or (B) the latest date upon which the option could have expired by its original terms under any circumstances; provided, however, that this sentence shall not restrict the Company’s ability to adjust or settle outstanding stock options pursuant to the terms of the Equity Plans, so long as Executive is treated in any such adjustment or settlement no less favorably than any other employee of the Company; and further provided that if Executive is, or ever has been, a “covered employee” (within the meaning of Section 162(m) of the Code), only a pro-rata portion of any unvested restricted shares that are intended to constitute “performance-based compensation” shall vest incident to an Anticipatory Termination Triggering Event, and solely if the related performance conditions are fully met in accordance with the certification required of the Company’s Compensation Committee by Section 162(m) of the Code.

Full Vesting of All Stock Options and Restricted Shares. Notwithstanding any provision to the contrary in the Company’s equity incentive plans (the “Equity Plans”) or any award agreement under the Equity Plans, (i) any outstanding, unexercisable stock options or unvested restricted shares shall become fully exercisable and vested as of the Termination Date and (ii) all stock options, whether or not such stock options first become exercisable pursuant to this Agreement, shall remain exercisable until the earlier of (A) the tenth third anniversary of the original date of grant Termination Date or (B) the latest date upon which the option could have expired by its original terms under any circumstances; provided, however, that this sentence shall not restrict the Company’s ability to adjust or settle outstanding stock options pursuant to the terms of the Equity Plans, so long as Executive is treated in any such adjustment or settlement no less favorably than any other employee of the Company; and further provided that if Executive is, or ever has been, a “covered employee” (within the meaning of Section 162(m) of the Code), only a pro-rata portion of any unvested restricted shares that are intended to constitute “performance-based compensation” shall vest incident to an Anticipatory Termination Triggering Event, and solely if the related performance conditions are fully met in accordance with the certification required of the Company’s Compensation Committee by Section 162(m) of the Code.