Common use of Term and Vesting of Option Clause in Contracts

Term and Vesting of Option. The Option shall expire (the "Expiration Date") upon the earlier to occur of: (a) the close of business on the tenth anniversary of the date hereof or (b) one (1) year after the date on which the Optionee is no longer a director of the Company. Prior to the Expiration Date, the Optionee shall be entitled to exercise the Option as to all or any part of the Option Shares for which the Option may be exercised at any time after (i) the first anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Company, (ii) the second anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Company, and (iii) the third anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Company; provided, however, in the event of the sale of all or substantially all of the assets of the Company or a merger, consolidation or other reorganization of the Company in which the shareholders of the Company immediately prior to such merger, consolidation or reorganization constitute less than eighty percent (80%) of the voting power of the surviving corporation, all of the Option Shares shall be exercisable upon the occurrence of such event. Notwithstanding the foregoing, the Option may in no event be exercised by anyone to any extent in the event of a voluntary dissolution, liquidation or winding up of the affairs of the Company, after the close of business on the later of (i) the date of the twentieth day after the mailing of written notice of such dissolution, liquidation or winding up, and (ii) the record date for determination of holders of Common Stock entitled to participate therein.

Term and Vesting of Option. The Option shall expire (the "Expiration Date") upon the earlier to occur of: (a) the close of business on the tenth anniversary of the date hereof or (b) one five (15) year years after the date on which the Optionee is no longer a director of employed by the Company, unless such termination of employment is by Optionee or by the Company for Cause as defined in the employment agreement dated the date hereof between Optionee and the Company, in which case the Option will expire ninety (90) days after such termination. Prior to the Expiration Date, the Optionee shall be entitled to exercise the Option as to all or any part of the Option Shares for which have theretofore become vested. The Option Shares shall vest and become exercisable as follows: (1) 100,000 shares upon the Option may be exercised at any time after date hereof, (i2) 33,000 shares upon the first anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof, (ii3) 33,000 shares upon the second anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof, and (iii4) 34,000 shares upon the third anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof; provided, however, in the event of the sale of all or substantially all of the assets of the Company or a merger, consolidation or other reorganization of the Company in which the shareholders of the Company immediately prior to such merger, consolidation or reorganization constitute less than eighty fifty-one percent (8051%) of the voting power of the surviving corporationcorporation (a "Sale Transaction") on or after the first anniversary of this Agreement, then all of the Option Shares shall be vested and exercisable upon the occurrence of such eventclosing; provided further, in the event a Sale Transaction occurs before the first anniversary of the date of this Agreement, then the number of Option Shares shall be reduce to the 100,000 shares which vest on the date hereof. Notwithstanding the foregoing, the Option may in no event be exercised by anyone to any extent in the event of a voluntary dissolution, liquidation or winding up of the affairs of the Company, after the close of business on the later of (i) the date of the twentieth day after the mailing of written notice of such dissolution, liquidation or winding up, and (ii) the record date for determination of holders of Common Stock entitled to participate therein.

Term and Vesting of Option. The Option shall expire (the "Expiration Date") upon the earlier to occur of: (a) the close of business on the tenth anniversary of the date hereof or (b) one thirty (130) year days after the date on which the Optionee is no longer a director of employed by the Company. Prior to the Expiration Date, the Optionee shall be entitled to exercise the Option as to all or any part of the Option Shares for which the have theretofore become vested. The Option may be exercised at any time Shares shall vest and become exercisable as follows: (1) 66,666 shares upon and after (i) the first anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof, (ii2) 66,666 shares upon and after the second anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof, and (iii3) 66,667 shares upon and after the third anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof; provided, however, in the event of (i) the sale of all or substantially all of the assets of the Company Company, or (ii) a merger, consolidation or other reorganization of the Company in which the shareholders of the Company immediately prior to such merger, consolidation or reorganization constitute less than eighty fifty-one percent (8051%) of the voting power of the surviving corporation, then all of the shares subject to the Option Shares shall be vested and exercisable in full upon the occurrence of such event. In addition, in the event of a Going Private Transaction (as defined below) is consummated, then all of the shares subject to the Option shall become fully vested upon the closing of the Going Private Transaction and shall be entitled to receive from the Company in cancellation of all rights under the Option and this Agreement, in cash the excess of the price per share for the common stock of the Company paid to shareholders (other than Xxxxxx Xxxxx or any entity which he controls) in the Going Private Transaction over the option exercise price of the Option multiplied by the number of shares subject to the Option. The term "Going Private Transaction" means any transaction or series of transactions between the Company and any entity directly or indirectly controlled by Xxxxxx Xxxxx, including a sale of all or substantially all of the assets of the Company to such an entity or any merger, consolidation or other reorganization of the Company with such an entity for which a filing is required under Regulation 13e-3 of the Securities and Exchange Commission. Notwithstanding the foregoing, the Option may in no event be exercised by anyone to any extent in the event of a voluntary dissolution, liquidation or winding up of the affairs of the Company, after the close of business on the later of (i) the date of the twentieth day after the mailing of written notice of such dissolution, liquidation or winding up, and (ii) the record date for determination of holders of Common Stock entitled to participate therein.

Term and Vesting of Option. The Option shall expire (the "Expiration Date") upon the earlier to occur of: (a) the close of business on the tenth anniversary of the date hereof or (b) one thirty (130) year days after the date on which the Optionee is no longer a director of employed by the Company. Prior to the Expiration Date, the Optionee shall be entitled to exercise the Option as to all or any part of the Option Shares for which the have theretofore become vested. The Option may be exercised at any time Shares shall vest and become exercisable as follows: (1) 66,666 shares upon and after (i) the first anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof, (ii2) 66,666 shares upon and after the second anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof, and (iii3) 66,667 shares upon and after the third anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof; provided, however, in the event of (i) the sale of all or substantially all of the assets of the Company Company, or (ii) a merger, consolidation or other reorganization of the Company in which the shareholders of the Company immediately prior to such merger, consolidation or reorganization constitute less than eighty fifty-one percent (8051%) of the voting power of the surviving corporation, then all of the shares subject to the Option Shares shall be vested and exercisable in full upon the occurrence of such event. In addition, in the event of a Going Private Transaction (as defined below) is consummated, then all of the shares subject to the Option shall become fully vested upon the closing of the Going Private Transaction and shall be entitled to receive from the Company in cancellation of all rights under the Option and this Agreement, in cash the excess of the price per share for the common stock of the Company paid to shareholders (other than Xxxxxx Xxxxx or any entity which he controls) in the Going Private Transaction over the option exercise price of the Option multiplied by the number of shares subject to the Option. The term "Going Private Transaction" means any transaction or series of transaction between the Company and any entity directly or indirectly controlled by Xxxxxx Xxxxx, including a sale of all or substantially all of the assets of the Company to such an entity or any merger, consolidation or other reorganization of the Company with such an entity for which a filing is required under Regulation 13e-3 of the Securities and Exchange Commission. Notwithstanding the foregoing, the Option may in no event be exercised by anyone to any extent in the event of a voluntary dissolution, liquidation or winding up of the affairs of the Company, after the close of business on the later of (i) the date of the twentieth day after the mailing of written notice of such dissolution, liquidation or winding up, and (ii) the record date for determination of holders of Common Stock entitled to participate therein.

Term and Vesting of Option. The Option shall expire (the "Expiration Date") upon the earlier to occur of: (a) the close of business on the tenth anniversary of the date hereof or (b) one thirty (130) year days after the date on which the Optionee is no longer a director of employed by the Company. Prior to the Expiration Date, the Optionee shall be entitled to exercise the Option as to all or any part of the Option Shares for which the have theretofore become vested. The Option may be exercised at any time Shares shall vest and become exercisable as follows: (1) 66,666 shares upon and after (i) the first anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof, (ii2) 66,666 shares upon and after the second anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof, and (iii3) 66,667 shares upon and after the third anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Companyhereof; provided, however, in the event of (i) the sale of all or substantially all of the assets of the Company Company, or (ii) a merger, consolidation or other reorganization of the Company in which the shareholders of the Company immediately prior to such merger, consolidation or reorganization constitute less than eighty fifty-one percent (8051%) of the voting power of the surviving corporation, then all of the shares subject to the Option Shares shall be vested and exercisable in full upon the occurrence of such event. Notwithstanding the foregoingIn addition, the Option may in no event be exercised by anyone to any extent in the event of a voluntary dissolutionGoing Private Transaction (as defined below) is consummated, liquidation or winding up then all of the affairs shares subject to the Option shall become fully vested upon the closing of the CompanyGoing Private Transaction and shall be entitled to receive from the Company in cancellation of all rights under the Option and this Agreement, after in cash the close of business on the later of (i) the date excess of the twentieth day after price per share for the mailing common stock of written notice of such dissolution, liquidation the Company paid to shareholders (other than Xxxxxx Xxxxx or winding up, and (iiany entity which he controls) the record date for determination of holders of Common Stock entitled to participate therein.in

Term and Vesting of Option. The Option shall expire (the "Expiration Date") upon the earlier to occur of: (a) the close of business on the tenth anniversary of the date hereof or (b) one (1) year after the date on which the Optionee is no longer a director of the Company. Prior to the Expiration Date, the Optionee shall be entitled to exercise the Option as to all or any part of the Option Shares for which the Option may be exercised at any time after (i) the first anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Company, (ii) the second anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Company, and (iii) the third anniversary of the date hereof for one-third of the total number of Option Shares if the Optionee is then a director of the Company; provided, however, in the event of the a sale of all or substantially all of the assets of the Company or a merger, consolidation or other reorganization of the Company in which the shareholders of the Company immediately prior to such merger, consolidation or reorganization constitute less than eighty percent (80%) of the voting power of the surviving corporation, all of the Option Shares shall be exercisable upon the occurrence of such event. Notwithstanding the foregoing, the Option may in no event be exercised by anyone to any extent in the event of a voluntary dissolution, liquidation or winding up of the affairs of the Company, after the close of business on the later of (i) the date of the twentieth day after the mailing of written notice of such dissolution, liquidation or winding up, and (ii) the record date for determination of holders of Common Stock entitled to participate therein.