Common use of Terms of Options Clause in Contracts

Terms of Options. The Option Period shall be five (5) years from the date such Option is granted, or such greater or lesser duration as the Board, on the recommendation of the Committee, or in the case of Delegated Options, the CEO, may determine at the date of grant, and may thereafter be reduced with respect to any such Option as provided in Section 3.6 hereof covering termination of employment or death of the Optionee; provided, however, that at any time the expiry date of the Option Period in respect of any outstanding Option under this Plan should be determined to occur either during a Blackout Period or within ten (10) business days following the expiry of the Blackout Period, the expiry date of such Option Period shall be deemed to be the date that is the tenth (10th) business day following the expiry of the Blackout Period. Unless otherwise determined from time to time by the Board, on the recommendation of the Committee, or, in respect of Delegated Options, by the CEO, Options shall vest and may be exercised (in each case to the nearest full Share) during the Option Period as follows: (a) at any time during the first six (6) months of the Option Period, the Optionee may purchase up to 25% of the total number of Shares reserved for issuance pursuant to his or her Option; and (b) at any time during each additional six (6) month period of the Option Period the Optionee may purchase an additional 25% of the total number of Shares reserved for issuance pursuant to his or her Option plus any Shares not purchased in accordance with the preceding subsection (a) and this subsection (b) until, after the 18th month of the Option Period, 100% of the Option will be exercisable. Except as set forth in Section 3.6, no Option may be exercised unless the Optionee is at the time of such exercise: (a) in the case of an Eligible Employee, in the employ (or retained as a Service Provider) of the Company or a Designated Affiliate and shall have been continuously so employed or retained since the grant of the Option; or (b) in the case of an Eligible Director, a director of the Company or a Designated Affiliate and shall have been such a director continuously since the grant of the Option. The exercise of any Option will be contingent upon the Optionee having entered into an Option agreement with the Company on such terms and conditions as have been approved by the Board, on the recommendation of the Committee, or, in respect of the Delegated Options, by the CEO, and which in any case incorporates by reference the terms of this Plan. The exercise of any Option will, subject to Section 3.5, also be contingent upon receipt by the Company of cash payment of the full purchase price of the Shares being purchased.

Terms of Options. The Option Period Subject to the terms and conditions contained ---------------- herein, the Optionee shall be five (5) years from the date such Option is granted, or such greater or lesser duration as the Board, on the recommendation entitled to exercise Options to purchase an aggregate of the Committee, or in the case up to 100,000 shares of Delegated Options, the CEO, may determine at the date of grantCommon Stock. Such Options shall be exercisable by Optionee subject to, and may thereafter be reduced only to the extent that, (i) with respect to any such option, such Option as provided has vested in Section 3.6 hereof covering termination accordance with the vesting schedule set forth below and (ii) at the time of employment or death of the Optionee; provided, however, that at any time the expiry date of the Option Period in respect of any outstanding Option under this Plan should be determined to occur either during a Blackout Period or within ten (10) business days following the expiry of the Blackout Period, the expiry date exercise of such Option Period all conditions to exercise set forth in this Agreement are satisfied to the reasonable satisfaction of the board of directors of the Corporation (the "Board"). ----- Number of Options Vesting Vesting Date on the Vesting Date ------------ ------------------------- September 5, 1997 20,000 September 5, 1998 20,000 September 5, 1999 20,000 September 5, 2000 20,000 September 5, 2001 20,000 Notwithstanding any provision to the contrary in this Agreement, any and all Options not exercised on or prior to September 5, 2007 (whether or not exercisable at such time) shall automatically expire, and Optionee shall have no rights in or to such Options after such date. The period from the date hereof to September 5, 2007, shall be referred to herein as the "Option Period". ------------- Notwithstanding any provision to the contrary in this Agreement, immediately prior to the closing of a Change of Control Transaction, any and all Options granted under this Agreement shall be deemed fully vested (whether or not such options have vested at such time pursuant to the vesting schedule set forth herein) and shall be exercisable, in whole or in part, by Optionee if, at the time of exercise, all conditions to exercise set forth in this Agreement (other than any vesting requirements) have, in the reasonable discretion of the Board, been satisfied. For purposes of this paragraph 4, a "Change of Control Transaction" shall be deemed to be have occurred when (i) the date that is the tenth (10th) business day following the expiry of the Blackout Period. Unless otherwise determined from time to time by the Board, on the recommendation of the Committee, or, in respect of Delegated Options, by the CEO, Options Corporation shall vest and may be exercised (in each case to the nearest full Share) during the Option Period as follows: (a) at any time during the first six (6) months of the Option Period, the Optionee may purchase up cease to 25% of the total number of Shares reserved for issuance pursuant to his or her Option; and (b) at any time during each additional six (6) month period of the Option Period the Optionee may purchase an additional 25% of the total number of Shares reserved for issuance pursuant to his or her Option plus any Shares not purchased in accordance with the preceding subsection (a) and this subsection (b) until, after the 18th month of the Option Period, own directly 100% of the Option will be exercisable. Except capital stock of Coinmach Corporation ("Coinmach"), (ii) any "Person" or "group" (as set forth such terms are used in Section 3.6, no Option may be exercised unless the Optionee is at the time of such exercise: (a13(d) in the case of an Eligible Employee, in the employ (or retained as a Service Providerand 14(d) of the Company Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding Golder, Thoma, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Inc. or any entity controlled thereby ("GTCR"), is or shall become the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of a Designated Affiliate and shall have been continuously so employed or retained since greater percentage of Common Stock than is owned by GTCR at such time, (iii) the grant Board of Directors of the Option; or (b) in the case Corporation shall cease to consist of an Eligible Director, a director majority of the Company or a Designated Affiliate and shall have been such a director continuously since the grant directors of the Option. The exercise Corporation on January 8, 1997 and other directors (collectively, the "Continuing Directors") whose nomination for election to the Board of any Option will be contingent upon Directors of the Optionee having entered into an Option agreement with the Company on such terms and conditions as have been approved Corporation is recommended by the Boardthen Continuing Directors, on or (iv) the recommendation Corporation or Coinmach (or any successor of the Committee, or, in respect Corporation or Coinmach by merger or other business combination) shall at any time sell all or substantially all of the Delegated Options, by the CEO, and which in any case incorporates by reference the terms of this Plan. The exercise of any Option will, subject to Section 3.5, also be contingent upon receipt by the Company of cash payment of the full purchase price of the Shares being purchasedits assets.

Terms of Options. The Option Period shall be five (5) years from the date such Option is granted, or such greater or lesser duration as the Board, on the recommendation of the Committee, or in the case of Delegated Options, the CEO, may determine at the date of grant, and may thereafter be reduced with respect to any such Option as provided in Section 3.6 hereof covering termination of employment or death of the Optionee; provided, however, that at any time the expiry date of the Option Period in respect of any outstanding Option under this Plan should be determined to occur either during a Blackout Period or within ten (10) business days following the expiry of the Blackout Period, the expiry Exhibit 8 date of such Option Period shall be deemed to be the date that is the tenth (10th) business day following the expiry of the Blackout Period. Unless otherwise determined from time to time by the Board, on the recommendation of the Committee, or, in respect of Delegated Options, by the CEO, Options shall vest and may be exercised (in each case to the nearest full Share) during the Option Period as follows: (a) at any time during the first six (6) months of the Option Period, the Optionee may purchase up to 25% of the total number of Shares reserved for issuance pursuant to his or her Option; and (b) at any time during each additional six (6) month period of the Option Period the Optionee may purchase an additional 25% of the total number of Shares reserved for issuance pursuant to his or her Option plus any Shares not purchased in accordance with the preceding subsection (a) and this subsection (b) until, after the 18th month of the Option Period, 100% of the Option will be exercisable. Except as set forth in Section 3.6, no Option may be exercised unless the Optionee is at the time of such exercise: (a) in the case of an Eligible Employee, in the employ (or retained as a Service Provider) of the Company or a Designated Affiliate and shall have been continuously so employed or retained since the grant of the Option; or (b) in the case of an Eligible Director, a director of the Company or a Designated Affiliate and shall have been such a director continuously since the grant of the Option. The exercise of any Option will be contingent upon the Optionee having entered into an Option agreement with the Company on such terms and conditions as have been approved by the Board, on the recommendation of the Committee, or, in respect of the Delegated Options, by the CEO, and which in any case incorporates by reference the terms of this Plan. The exercise of any Option will, subject to Section 3.5, also be contingent upon receipt by the Company of cash payment of the full purchase price of the Shares being purchased.

Terms of Options. The Option Period Options shall be five (5) years from subject to the date following terms and conditions and shall be subject to such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable: 3.2.1 The number of shares of Common Stock subject to an Option and the purchase price per share of Common Stock purchasable upon exercise of such Option is granted, or such greater or lesser duration as the Board, on the recommendation of shall be determined by the Committee, or in the case of Delegated Options, the CEO, may determine at the date of grant, and may thereafter be reduced with respect to any such Option as provided in Section 3.6 hereof covering termination of employment or death of the Optionee; provided, however, that at any time the expiry per share exercise price shall not be less than 85% of the FMV on the date of the Grant; and provided, further, that the per share exercise price of an Option Period in respect of any outstanding Option that is intended to constitute qualified performance-based compensation under this Plan should be determined to occur either during a Blackout Period or within ten (10Section 162(m) business days following the expiry of the Blackout PeriodCode will not be less than the FMV on the date of Grant; and provided, further, the expiry per share exercise price of an Option Granted to a person who directly or by attribution owns on the date of Grant more than 10% of the total combined voting power of all classes of stock of the Company, any Subsidiary or any parent of the Company (a “10% Shareholder”) shall not be less than 110% of the FMV on the date of Grant. 3.2.2 Options may be exercisable immediately or may be exercisable within the times or upon the events determined by the Committee as set forth in the Agreement governing such Option; provided, however, that no Option Period shall be deemed to be exercisable after the expiration of ten years from the date the Option is Granted and provided, further, that no Option Granted to a 10% Shareholder shall be exercisable after the expiration of five years from the date the Option is the tenth (10th) business day following the expiry of the Blackout PeriodGranted. Unless otherwise determined The Committee also may provide for Options to become exercisable at one time or from time to time by time, periodically or otherwise, for such numbers of shares or percentage of shares subject thereto as the Board, on the recommendation of the Committee, or, in respect of Delegated Options, by the CEO, Committee determines. 3.2.3 Options shall vest and may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanied by payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash, (B) if at the time of exercise the Company is a Reporting Company, by delivery of previously owned whole shares of Common Stock (i) that the Optionee has held for at least six months prior to the delivery of such shares or that the Optionee purchased on the open market and in each case for which the Optionee has good title, free and clear of all liens and encumbrances and (ii) that have an aggregate FMV, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) if at the time of exercise the Company is a Reporting Company, in cash by a broker-dealer acceptable to the Company to whom the Optionee has submitted an irrevocable notice of exercise, (D) in consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (E) any combination of (A), (B) (C) and (D), in each case to the nearest full Shareextent not prohibited by an Agreement, and (ii) during by executing such documents as the Option Period as follows: (a) at any time during Company reasonably may request; provided, however, that notwithstanding the first six (6) months of foregoing or anything in an Agreement to the Option Periodcontrary, the Optionee may purchase up Company shall have the right, at its sole discretion, to 25% disapprove of the total number of Shares reserved for issuance an election pursuant to his or her Option; and clauses (bB) at any time during each additional six through (6) month period E). Any fraction of a share of Common Stock that would be required to pay such purchase price shall be disregarded and the Option Period the Optionee may purchase an additional 25% of the total number of Shares reserved for issuance pursuant to his or her Option plus any Shares not purchased remaining amount due shall be paid in accordance with the preceding subsection (a) and this subsection (b) until, after the 18th month of the Option Period, 100% of the Option will be exercisable. Except as set forth in Section 3.6, no Option may be exercised unless the Optionee is at the time of such exercise: (a) in the case of an Eligible Employee, in the employ (or retained as a Service Provider) of the Company or a Designated Affiliate and shall have been continuously so employed or retained since the grant of the Option; or (b) in the case of an Eligible Director, a director of the Company or a Designated Affiliate and shall have been such a director continuously since the grant of the Option. The exercise of any Option will be contingent upon the Optionee having entered into an Option agreement with the Company on such terms and conditions as have been approved cash by the Board, on the recommendation of the Committee, or, in respect of the Delegated Options, by the CEO, and which in any case incorporates by reference the terms of this PlanOptionee. The exercise of any Option will, subject to Section 3.5, also No certificate evidencing Common Stock shall be contingent upon receipt by the Company of cash payment of delivered until the full purchase price therefor has been paid (or arrangement made for such payment to the Company’s satisfaction). Options may be exercised only with respect to whole shares of the Shares being purchasedCommon Stock.

Terms of Options. The Option Period term during which each option may be exercised shall be five (5) years from the date such Option is granted, or such greater or lesser duration as the Board, on the recommendation of determined by the Committee, but in no event shall an option be exercisable in whole or in part in less than one year or, in the case of Delegated Optionsa Nonqualified Stock Option, the CEO, may determine at more than ten years and one day from the date of grant, and may thereafter be reduced with respect to any such Option as provided in Section 3.6 hereof covering termination of employment or death of the Optionee; provided, however, that at any time the expiry date of the Option Period in respect of any outstanding Option under this Plan should be determined to occur either during a Blackout Period or within ten (10) business days following the expiry of the Blackout Period, the expiry date of such Option Period shall be deemed to be the date that it is the tenth (10th) business day following the expiry of the Blackout Period. Unless otherwise determined from time to time by the Board, on the recommendation of the Committee, granted or, in respect of Delegated Options, by the CEO, Options shall vest and may be exercised (in each case to the nearest full Share) during the Option Period as follows: (a) at any time during the first six (6) months of the Option Period, the Optionee may purchase up to 25% of the total number of Shares reserved for issuance pursuant to his or her Option; and (b) at any time during each additional six (6) month period of the Option Period the Optionee may purchase an additional 25% of the total number of Shares reserved for issuance pursuant to his or her Option plus any Shares not purchased in accordance with the preceding subsection (a) and this subsection (b) until, after the 18th month of the Option Period, 100% of the Option will be exercisable. Except as set forth in Section 3.6, no Option may be exercised unless the Optionee is at the time of such exercise: (a) in the case of an Eligible EmployeeIncentive Stock Option, ten years from the date it is granted; and, in the employ (case of the grant of an Incentive Stock Option to an employee who at the time of the grant owns more than 10% of the total combined voting power of all classes of stock of the Company or retained any of its subsidiaries, in no event shall such option be exercisable, if required by the Code at the time of grant, more than five years from the date of the grant. All rights to purchase shares pursuant to an option shall, unless sooner terminated, expire at the date designated by the Committee. The Committee shall determine the date on which each option shall become exercisable and may provide that an option shall become exercisable in installments. The shares constituting each installment may be purchased in whole or in part at any time after such installment becomes exercisable, subject to such minimum exercise requirement as a Service Provider) is designated by the Committee. The Committee may accelerate the time at which any option may be exercised in whole or in part. Unless otherwise provided herein, an optionee may exercise an option only if he or she is, and has continuously been since the date the option was granted, an employee of the Company or a Designated Affiliate subsidiary. Prior to the exercise of the option and delivery of the stock represented thereby, the optionee shall have been continuously so employed no rights to any dividends or retained since the grant of the Option; or (b) in the case of an Eligible Director, a director of the Company or a Designated Affiliate and shall have been such a director continuously since the grant of the Option. The exercise of be entitled to any Option will be contingent upon the Optionee having entered into an Option agreement with the Company voting rights on such terms and conditions as have been approved any stock represented by the Board, on the recommendation of the Committee, or, in respect of the Delegated Options, by the CEO, and which in any case incorporates by reference the terms of this Plan. The exercise of any Option will, subject to Section 3.5, also be contingent upon receipt by the Company of cash payment of the full purchase price of the Shares being purchasedoutstanding options.

Terms of Options. The Option Period shall be five (5) years from the date such Option is granted, or such greater or lesser duration as the Board, on the recommendation of the Committee, or in the case of Delegated Options, the CEO, may determine at the date of grant, and may thereafter be reduced with respect to any such Option as provided in Section 3.6 hereof covering termination of employment or death of the Optionee; provided, however, that at any time the expiry date of the Option Period in respect of any outstanding Option under this Plan should be determined to occur either during a Blackout Period or within ten (10) business days following the expiry of the Blackout Period, the expiry date of such Option Period shall be deemed to be the date that is the tenth (10th) business day following the expiry of the Blackout Period. Unless otherwise determined from time to time by the Board, on the recommendation of the Committee, or, in respect of Delegated Options, by the CEO, Options shall vest and may be exercised (in each case to the nearest full Share) during the Option Period as follows: (a) at any time during the first six (6) months of the Option Period, the Optionee may purchase up to 25% of the total number of Shares reserved for issuance pursuant to his or her Option; and (b) at any time during each additional six (6) month period of the Option Period the Optionee may purchase an additional 25% of the total number of Shares reserved for issuance pursuant to his or her Option plus any Shares not purchased in accordance with the preceding subsection (a) and this subsection (b) until, after the 18th month of the Option Period, 100% of the Option will be exercisable. Except as set forth in Section 3.6, no Option may be exercised unless the Optionee is at the time of such exercise: (a) in the case of an Eligible Employee, in the employ (or retained as a Service Provider) of the Company or a Designated Affiliate and shall have been continuously so employed or retained since the grant of the Option; or (b) in the case of an Eligible Director, a director of the Company or a Designated Affiliate and shall have been such a director continuously since the grant of the Option. The exercise of any Option will be contingent upon the Optionee having entered into an Option agreement with the Company on such terms and conditions as have been approved by the Board, on the recommendation of the Committee, or, in respect of the Delegated Options, by the CEO, and which in any case incorporates by reference the terms of this Plan. The exercise of any Option will, subject to Section 3.5, also be contingent upon receipt by the Company of cash payment of the full purchase price of the Shares being purchased.. Exhibit 9

Terms of Options. The Option Period Each option granted under this Section 2(c) shall (A) be five (5) years granted under and subject to the terms and conditions of the OFA Group 2026 Equity Incentive Plan, as amended from the date such Option is grantedtime to time, or such greater or lesser duration as any successor plan (the Board“Plan”), on the recommendation of the Committee, or and an award agreement in the case form approved by the Compensation Committee; (B) have a per-share exercise price equal to not less than the fair market value of Delegated Options, the CEO, may determine at a Class A ordinary share on the date of grant, as determined under the Plan; (C) vest and may thereafter become exercisable in twelve (12) substantially equal quarterly installments over three (3) years following the vesting commencement date (which shall be reduced the Effective Date for the Sign-On Option and the date of grant for each Annual Option), subject to Executive’s continued employment with respect the Company through each applicable vesting date; and (D) be designated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or as a nonqualified stock option, as determined by the Compensation Committee and to any such Option as provided the extent permitted by the Plan and applicable law. Notwithstanding the foregoing, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, in either case within three (3) months before, upon, or within twelve (12) months following a Change in Control, then, subject to Executive’s execution and non-revocation of the release described in Section 3.6 hereof covering termination of employment or death 5(b), all then-unvested options held by Executive shall vest and become exercisable in full as of the Optionee; provided, however, that at any time the expiry date later of the Option Period in respect of any outstanding Option under this Plan should be determined to occur either during a Blackout Period or within ten (10) business days following the expiry of the Blackout Period, the expiry date of such Option Period termination and the date of such Change in Control. Notwithstanding Section 6.3 of the Plan, if such termination occurs within the three (3) months before a Change in Control, the unvested portion of Executive’s options shall remain outstanding (but shall not be deemed to be exercisable) until the earlier of the consummation of a Change in Control and the date that is the tenth three (10th) business day following the expiry of the Blackout Period. Unless otherwise determined from time to time by the Board, on the recommendation of the Committee, or, in respect of Delegated Options, by the CEO, Options shall vest and may be exercised (in each case to the nearest full Share) during the Option Period as follows: (a) at any time during the first six (63) months of the Option Period, the Optionee may purchase up to 25% of the total number of Shares reserved for issuance pursuant to his or her Option; and (b) at any time during each additional six (6) month period of the Option Period the Optionee may purchase an additional 25% of the total number of Shares reserved for issuance pursuant to his or her Option plus any Shares not purchased in accordance with the preceding subsection (a) and this subsection (b) until, after the 18th month date of the Option Periodtermination, 100% of the Option will and shall be exercisableforfeited on such date if no Change in Control has been consummated. Except as set forth provided in Section 3.6the preceding sentence or as expressly provided in the Plan or the applicable award agreement, no Option may be exercised unless vesting shall accelerate or continue following the Optionee is at the time termination of such exercise: (a) in the case Executive’s employment for any reason, and any portion of an Eligible Employee, in the employ (or retained option that is unvested as a Service Provider) of the Company or a Designated Affiliate and date of termination shall have been continuously so employed or retained since the grant of the Option; or (b) in the case of an Eligible Director, a director of the Company or a Designated Affiliate and shall have been such a director continuously since the grant of the Option. The exercise of any Option will be contingent upon the Optionee having entered into an Option agreement with the Company on such terms and conditions as have been approved by the Board, on the recommendation of the Committee, or, in respect of the Delegated Options, by the CEO, and which in any case incorporates by reference the terms of this Plan. The exercise of any Option will, subject to Section 3.5, also be contingent upon receipt by the Company of cash payment of the full purchase price of the Shares being purchasedforfeited without consideration.