Common use of When Exercisable Clause in Contracts

When Exercisable. (a) Rate of Exercise for 5-Year Options. Optionee's right to exercise this Option as to 200,000 of the Shares (100,000 Class A Shares and 100,000 Class B Shares) subject thereto (the "5 Year Options") shall vest ratably over the five (5) year period commencing on the Grant Date in accordance with the following schedule if (but only if) Optionee is employed by the Company or any of its Subsidiaries as of each such date: Cumulative Shares of Date 5 Year Option Vested ---- -------------------- 1st Anniversary of Grant Date 40,000 2nd Anniversary of Grant Date 80,000 3rd Anniversary of Grant Date 120,000 4th Anniversary of Grant Date 160,000 5th Anniversary of Grant Date 200,000; provided that if Optionee's employment by the Company terminates by virtue of the expiration of the "Term" (as defined in the Management Agreement) (i.e., Optionee's employment terminates due to the passage of the date referenced in Section 2(a)(i) thereof (as extended pursuant to the provision in such Section 2(a)) as opposed to any termination by the Company or Optionee or by virtue of Optionee's death or disability), then Optionee shall be credited with an additional 21 days of vesting (for example, if Optionee's employment with the Company terminates as described above on December 31, 2001, the 5 Year Options will vest through January 20, 2002). Notwithstanding any provision to the contrary in this Section 4.1(a), but subject to the other restrictions in the Plan and this Agreement, in the event of a Sale (as defined below) prior to December 31, 2003, the 5 Year Options shall become vested and immediately exercisable.

When Exercisable. (a) Rate of Exercise for RATE OF EXERCISE FOR 5-Year OptionsYEAR OPTIONS. Optionee's right to exercise this Option as to 200,000 of the Shares (100,000 Class A Shares and 100,000 Class B Shares) subject thereto (the "5 Year OptionsYEAR OPTIONS") shall vest ratably over the five (5) year period commencing on the Grant Date in accordance with the following schedule if (but only if) Optionee is employed by the Company or any of its Subsidiaries as of each such date: Cumulative Shares of Date DATE 5 Year Option Vested YEAR OPTION VESTED ---- -------------------- 1st Anniversary of Grant Date 40,000 2nd Anniversary of Grant Date 80,000 3rd Anniversary of Grant Date 120,000 4th Anniversary of Grant Date 160,000 5th Anniversary of Grant Date 200,000; provided PROVIDED that if Optionee's employment by the Company terminates by virtue of the expiration of the "TermTERM" (as defined in the Management Agreement) (i.e., Optionee's employment terminates due to the passage of the date referenced in Section 2(a)(i) thereof (as extended pursuant to the provision in such Section 2(a)) as opposed to any termination by the Company or Optionee or by virtue of Optionee's death or disability), then Optionee shall be credited with an additional 21 days of vesting (for example, if Optionee's employment with the Company terminates as described above on December 31, 2001, the 5 Year Options will vest through January 20, 2002). Notwithstanding any provision to the contrary in this Section SECTION 4.1(a), but subject to the other restrictions in the Plan and this Agreement, in the event of a Sale (as defined below) prior to December 31, 2003, the 5 Year Options shall become vested and immediately exercisable.