MOLX » Topics » ARTICLE VI. EXERCISE OF OPTION

This excerpt taken from the MOLX DEF 14A filed Sep 10, 2007.

ARTICLE VI.        EXERCISE OF OPTION

6.1        Initial Waiting Period.  No option shall be exercisable until at least one (1) year after the date of grant, unless one of the events set forth in Section 6.4 occurs.

6.2        Vesting Periods.  After the initial waiting period, an optionee may exercise his option to the extent that shares covered by said option become vested. The vesting schedule is as follows:

 

  a. Normal Vesting.  If an option grant is an ISO, or if an option is granted to an outside director, the shares covered by such an option shall vest to the maximum extent of 25% of the total number of shares covered thereby during each of the succeeding four (4) years, each commencing with the anniversary of the grant.

 

  b. Other Vesting.  In all other options not falling within the scope of Section 6.2a, the shares covered by an option shall vest in amounts and at times the Committee, in its sole discretion, shall determine. The Committee shall also specifically have the power to change the vesting schedule of any previously granted options to a schedule which is more favorable to the option holder; provided, however, that no such options shall vest in amounts greater than, or at times prior to, the amounts and times such options would have vested if such options were within the scope of Section 6.2a.

 

  c. Maximum Vesting.  Notwithstanding the foregoing, all options must vest one hundred percent (100%) within ten (10) years from the date of grant.

6.3        Cumulative Rights.  The right to exercise any option as set forth in Section 6.2 shall be cumulative. That is, an optionee may exercise in any given year those unexpired shares he could have exercised in a previous year but did not.

 

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6.4        Accelerated Vesting.  Notwithstanding the foregoing, all options shall immediately vest and become immediately exercisable for a period of one (1) year after one of the following events:

 

  a. Death; or

 

  b. Total disablement; or

 

  c. Retirement, if all of the following conditions are met at the time of termination of employment:

 

 

(1)

The optionee has reached age 59 1/2; and

 

  (2) The optionee was employed at least fifteen (15) consecutive years with the Company and/or any of its subsidiaries; and

 

  (3) The Committee has determined that the reason for termination is due to retirement; and

 

  (4) The option is intended to be an ISO. If the option is not intended to be an ISO, the Committee, in its sole discretion, may allow accelerated vesting to any extent it desires without regard to whether the optionee is retiring.

6.5        Expiration.  No option may be exercised more than two (2) years from the date the option becomes one hundred percent (100%) vested. Notwithstanding the foregoing, all ISOs must be exercised within one (1) year from the date the option becomes one hundred percent (100%) vested.

6.6        Form of Exercise.  The option may only be exercised according to the terms and conditions established by the Committee, consistent with the limits set forth herein, at the time the option is granted. Subject to the foregoing terms and conditions, an option may be exercised by a written notice delivered to the Company’s principal office of intent to exercise the option with respect to a specified number of shares of Stock and payment to the Company of the amount of the option purchase price for the number of shares of Stock with respect to which the option is then exercised. The payment may be either in cash or in stock of the Company. If stock is used for payment, such stock shall be valued at the closing price as reported by the Wall Street Journal on the date of exercise.

6.7        Tax Withholding.  Option exercises under the Plan may be subject to income tax withholding, and the Company would be obligated to collect the tax applicable to such income. The Committee may, in its discretion, satisfy that tax obligation by withholding from the shares to be delivered in connection with the award a number of shares having a value equal to the minimum statutory federal income tax withholding, plus state, if applicable, and payroll taxes. The value of each share to be withheld will be the fair market value of the Stock at the time of the exercise.

6.8        Rights as a Shareholder.  An optionee shall have no rights as a stockholder with respect to shares covered by his option until the day of issuance of a stock certificate to him and until after such shares are fully paid.

This excerpt taken from the MOLX DEF 14A filed Sep 23, 2005.

ARTICLE VI.       EXERCISE OF OPTION

6.1              Initial Waiting Period - No option shall be exercisable until at least one (1) year after the date of grant, unless one of the events set forth in Section 6.4 occurs.

6.2              Vesting Periods - After the initial waiting period, an optionee may exercise his option to the extent that shares covered by said option become vested.  The vesting schedule is as follows:

a.  
Normal Vesting. If an option grant is an ISO, or if an option is granted to an outside director, the shares covered by such an option shall vest to the maximum extent of 25% of the total number of shares covered thereby during each of the succeeding four (4) years, each commencing with the anniversary of the grant.
 
b.  
Other Vesting. In all other options not falling within the scope of Section 6.2a, the shares covered by an option shall vest in amounts and at times the Committee, in its sole discretion, shall determine.  The Committee shall also specifically have the power to change the vesting schedule of any previously granted options to a schedule which is more favorable to the option holder; provided, however, that no such options shall vest in amounts greater than, or at times prior to, the amounts and times such options would have vested if such options were within the scope of Section 6.2a.
 
c.  
Maximum Vesting. Notwithstanding the foregoing, all options must vest one hundred percent (100%) within ten (10) years from the date of grant.
 

6.3              Cumulative Rights - The right to exercise any option as set forth in Section 6.2 shall be cumulative.  That is, an optionee may exercise in any given year those unexpired shares he could have exercised in a previous year but did not.

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6.4              Accelerated Vesting - Notwithstanding the foregoing, all options shall immediately vest and become immediately exercisable for a period of one (1) year after one of the following events:

a.  
Death; or
 
b.  
Total disablement; or
 
c.  
Retirement, if all of the following conditions are met at the time of termination of employment:
 
(1)  
The optionee has reached age 59½; and
 
(2)  
The optionee was employed at least fifteen (15) consecutive years with the Company and/or any of its subsidiaries; and
 
(3)  
The Committee has determined that the reason for termination is due to retirement; and
 
(4)  
The option is intended to be an ISO.  If the option is not intended to be an ISO, the Committee, in its sole discretion, may allow accelerated vesting to any extent it desires without regard to whether the optionee is retiring.
 

6.5              Expiration - No option may be exercised more than two (2) years from the date the option becomes one hundred percent (100%) vested.  Notwithstanding the foregoing, all ISOs must be exercised within one (1) year from the date the option becomes one hundred percent (100%) vested.

6.6              Form of Exercise - The option may only be exercised according to the terms and conditions established by the Committee, consistent with the limits set forth herein, at the time the option is granted.  Subject to the foregoing terms and conditions, an option may be exercised by a written notice delivered to the Company’s principal office of intent to exercise the option with respect to a specified number of shares of Stock and payment to the Company of the amount of the option purchase price for the number of shares of Stock with respect to which the option is then exercised.  The payment may be either in cash or in stock of the Company.  If stock is used for payment, such stock shall be valued at the closing price as reported by the Wall Street Journal on the date of exercise.

6.7              Tax Withholding – Option exercises under the Plan may be subject to income tax withholding, and the Company would be obligated to collect the tax applicable to such income.  The Committee may, in its discretion, satisfy that tax obligation by withholding from the shares to be delivered in connection with the award a number of shares having a value equal to the minimum statutory federal income tax withholding, plus state, if applicable, and payroll taxes.  The value of each share to be withheld will be the fair market value of the Stock at the time of the exercise. 

6.8              Rights as a Shareholder - An optionee shall have no rights as a stockholder with respect to shares covered by his option until the day of issuance of a stock certificate to him and until after such shares are fully paid.

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