Common use of Performance Vesting Options Clause in Contracts

Performance Vesting Options. Fifty percent (50%) of New Options will vest on achievement of the following financial milestones by the Company: (i) Fifty percent (50%) of Performance Vesting Options upon the Company reaching EBITDA of $9 million for the year ended December 31, 2006, $12 million for the year ended December 31, 2007 or $15 million for the year ended December 31, 2008. One hundred percent (100%) of Performance Vesting Options shall vest if EBITDA targets are satisfied in any two (2) of the three (3) fiscal years referenced in the preceding sentence; (ii) One hundred percent (100%) of Performance Vesting Options will vest upon the Company reaching EBITDA of $21 million in aggregate for the years ended December 31, 2006 and 2007, $27 million in aggregate for the years ended December 31, 2007 and 2008 or $36 million in aggregate for the years ended December 31, 2006, 2007 and 2008; (iii) One hundred percent (100%) of Performance Vesting Options will vest upon a sale, merger or other "change of control" transaction at or above a price of $3.10 per share (as adjusted for any stock split, stock dividend, recapitalization or the like), and in any transaction which the Company's outstanding convertible subordinated debt (the "SUBORDINATED DEBT"), which was issued pursuant to the terms of that certain Securities Purchase Agreement dated as of July 28, 2005 entered into by and between the Company and the investors indicated on the signature page thereto (the "SECURITIES PURCHASE AGREEMENT"), is redeemed in full together with payment in full of any applicable redemption premium in accordance with the terms set forth in the Convertible Subordinated Notes issued by the Company pursuant to the terms of the Securities Purchase Agreement (collectively, the "SUBORDINATED NOTES"); or (iv) One hundred percent (100%) of any unvested Performance Vesting Options will only be subject to three (3) year time vesting (which period will begin on July 28, 2006), upon completion of a financing by the Company (in either one or a series of related transactions) resulting in aggregate gross proceeds of $20 million or more in which the Company issues equity at or above a price of $3.10 per share (as adjusted for any stock split, stock dividend, recapitalization or the like).