Common use of Vesting, etc Clause in Contracts

Vesting, etc. The Administrator may determine the time or times at which an Award will vest or become exercisable and the terms on which an Award requiring exercise will remain exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless expressly provided otherwise by the Administrator or an Award Agreement, automatically and immediately upon the cessation of Employment, all outstanding Restricted Stock will be forfeited and all Awards requiring exercise will cease to be exercisable and will terminate, except that: (A) subject to (B) and (C) below, all Stock Options and other Awards requiring exercise held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of 90 days or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon terminate; (B) all Stock Options and other Awards requiring exercise held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the termination of the Participant’s Employment by reason of death or disability, to the extent then exercisable, will remain exercisable for the lesser of (i) the one year period ending with the first anniversary of the Participant’s death or disability, as the case may be, or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(3), and will thereupon terminate; and (C) all Stock Options and other Awards requiring exercise held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if such cessation of Employment has resulted in connection with an act or failure to act constituting Cause.

Vesting, etc. The Without limiting the generality of Section 3, the Administrator may determine the time or times at which an Award will vest (i.e., become free of forfeiture restrictions) or become exercisable and the terms on which an Award requiring exercise will remain exercisable. Without limiting the foregoing, Unless the Administrator may at any time accelerate the vesting or exercisability of an Awardexpressly provides otherwise, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless expressly provided otherwise by the Administrator or an Award Agreement, automatically and immediately upon the cessation of Employment, all outstanding Restricted Stock will be forfeited the Participant’s employment or other service relationship with the Company and all Awards its Affiliates an Award requiring exercise will cease to be exercisable and all Awards to the extent not already fully vested will terminatebe forfeited, except that: (A) subject to (B) and (C) below, all Stock Options and other Awards requiring exercise SARs held by the a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employmenthis or her death, to the extent then exercisable, will remain exercisable by such Participant’s executor or administrator or the person or persons to whom the Stock Option or SAR is transferred by will or the applicable laws of descent and distribution, and to the extent not then exercisable will vest and become exercisable upon such Participant’s death by such Participant’s executor or administrator or the person or persons to whom the Stock Option or SAR is transferred by will or the applicable laws of descent and distribution, in each case for the lesser of (i) a one year period ending with the first anniversary of 90 days the Participant’s death or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), 6.a.(5) and will shall thereupon terminate;; and (B) all Stock Options and other Awards requiring exercise SARs held by a the Participant or the Participant’s permitted transferees, if any, immediately prior to the termination cessation of the Participant’s Employment by reason of employment or other service relationship for reasons other than death or disabilityand except as provided in (C) below, to the extent then exercisable, will remain exercisable for the lesser of (i) the one year a period ending with the first anniversary of the Participant’s death or disability, as the case may be, three months or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(36.a.(5), and will shall thereupon terminate; and (C) all Stock Options and other Awards requiring exercise held by . Unless the Administrator expressly provides otherwise, a Participant or the Participant’s permitted transferees“employment or other service relationship with the Company and its Affiliates” will be deemed to have ceased, if anyin the case of an employee Participant, immediately prior to the cessation upon termination of the Participant’s Employment will immediately terminate upon such cessation if such cessation employment with the Company and its Affiliates (whether or not the Participant continues in the service of Employment has resulted the Company or its Affiliates in connection with some capacity other than that of an act employee of the Company or failure to act constituting Causeits Affiliates), and in the case of any other Participant, when the service relationship in respect of which the Award was granted terminates (whether or not the Participant continues in the service of the Company or its Affiliates in some other capacity).