Common use of Acceleration of Stock Options Clause in Contracts

Acceleration of Stock Options. In the event of a Change of Control, as defined in Appendix A of this Agreement, all of Employee's stock options issued pursuant to the Eden Bioscience Corporation 1995 Combined Incentive and Nonqualified Stock Option Plan (the "Plan") will be treated in accordance with this Section 5.2. In the event the option is assumed, converted or replaced in any transaction involving a merger, consolidation, acquisition of property or stock, separation or reorganization (a "Corporate Transaction"), the option will fully accelerate in vesting and exercisability if Employee's employment or service relationship with the Company subsequently terminates within three years after a Corporate Transaction, unless Employee's employment or service relationship is terminated for Cause or by Employee voluntarily without "Good Reason," as defined in Section 5.6. However, acceleration will not occur if the Corporate Transaction is a related party transaction or the acceleration would, in the opinion of the Company's outside accountants, prevent the use of "pooling of interest" accounting in a transaction for which it is otherwise available. Nothing contained in this Agreement shall affect the right of Employee to receive benefits or other shares under any option plan existing or adopted by the Company. The Options will be designated as incentive stock options to the extent permitted under the Plan and applicable law.

Appears in 2 contracts

Samples: Change of Control Agreement (Eden Bioscience Corp), Change of Control Agreement (Eden Bioscience Corp)

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Acceleration of Stock Options. In the event of a Change of Control, as defined in Appendix A of this Agreement, all of Employee's stock options issued pursuant to the Eden Bioscience Corporation 1995 Combined Incentive and Nonqualified Stock Option Plan (the "Plan") will be treated in accordance with this Section 5.2. In the event the option is assumed, converted or replaced in any transaction involving a merger, consolidation, acquisition of property or stock, separation or reorganization ("a "Corporate Transaction"), the option will fully accelerate in vesting and exercisability if Employee's employment or service relationship with the Company subsequently terminates within three years after a Corporate Transaction, unless Employee's employment or service relationship is terminated for Cause or by Employee voluntarily without "Good Reason," as defined in Section 5.6. However, acceleration will not occur if the Corporate Transaction is a related party transaction or the acceleration would, in the opinion of the Company's outside accountants, prevent the use of "pooling of interest" accounting in a transaction for which it is otherwise available. Nothing contained in this Agreement shall affect the right of Employee to receive benefits or other shares under any option plan existing or adopted by the Company. The Options will be designated as incentive stock options to the extent permitted under the Plan and applicable law.

Appears in 1 contract

Samples: Change of Control Agreement (Eden Bioscience Corp)

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Acceleration of Stock Options. In the event of a Change of Control, as defined in Appendix A of this Agreement, all of Employee's stock options issued pursuant to the Eden Bioscience Corporation 1995 Combined Incentive and Nonqualified Stock Option Plan (the "Plan") will be treated in accordance with this Section 5.2. In the event the option is assumed, converted or replaced in any transaction involving a merger, consolidation, acquisition of property or stock, separation or reorganization ("a "Corporate Transaction"), the option will fully accelerate in vesting and exercisability if Employee's employment or service relationship with the Company subsequently terminates within three years after a Corporate Transaction, unless Employee's employment or service relationship is terminated for Cause or by Employee voluntarily without "Good Reason," as defined in Section 5.6. However, acceleration will not occur if the Corporate Transaction is a related party transaction or the acceleration would, in the opinion of the Company's outside accountants, prevent the use of "pooling of interest" accounting in a transaction for which it is otherwise available. Nothing contained in this Agreement shall affect the right of the Employee to receive benefits or other shares under any option plan existing or adopted by the Company. The Options will shall be designated as incentive stock options to the extent permitted under the Plan and applicable law.

Appears in 1 contract

Samples: Change of Control Agreement (Eden Bioscience Corp)

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