Alternative Options Sample Clauses
Alternative Options. Any licensed staff who was evaluated in St. Vrain and received an Effective or Highly Effective rating may select an Alternative Option. Licensed staff who select an Alternative Option will retain their evaluation ratings from 2016- 2017 for the 2017-2018 school year. Licensed staff members must request the option by October 15th. With evaluator approval, licensed staff may select an Alternative Option for two (2) consecutive years. After two (2) years, the licensed staff will then be evaluated on either XXXXX (State Model) or the SVVSD Teacher Rubric. Evaluators may choose to evaluate any probationary or non-probationary staff in XXXXX or the SVVSD Teacher Rubric on the full rubric by Mid-Year Review. In order for this to take place an evaluator must have had conversations throughout the first semester regarding any concerns.
Alternative Options. Notwithstanding Sections 7(a) and 7(b), no cancellation, termination, acceleration of exercisability or vesting or settlement or other payment shall occur with respect to any Option if the Committee (as constituted immediately prior to the consummation of the transaction constituting the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Options shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an "Alternative Option") by the New Employer, provided that any Alternative Options must:
i. be based on shares of voting capital stock that are traded on an established U.S. securities market;
ii. provide the Grantee with rights and entitlements substantially equivalent to or better than the rights and entitlements applicable under the terms of the Options immediately prior to the consummation of the transaction constituting the Change in Control, including, but not limited to, an identical or better exercise and vesting schedule and identical or better timing and methods of payment;
iii. have substantially equivalent economic value to the Options (determined at the time of the Change in Control); and
iv. have terms and conditions which provide that in the event that the Grantee suffers an involuntary termination within two years following the Change in Control any conditions on the Grantee's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Option shall be waived or shall lapse, as the case may be.
Alternative Options. Notwithstanding Section 5(a), no cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to any Option in connection with a Change in Control if the Committee reasonably determines in good faith, prior to the occurrence of such Change in Control, that such Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an “Alternative Option”) by the new employer, provided that the Chief Executive Officer consents to such Alternative Option, and provided further, that any such Alternative Option must:
(i) provide the Participant that held such Option with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Option, including, but not limited to, an identical or better exercise schedule and identical or better timing and methods of payment;
(ii) have substantially equivalent economic value to such Option (determined at the time of the Change in Control); and
(iii) have terms and conditions which provide that in the event that the Participant’s employment is involuntarily terminated following a Change in Control any conditions on the Participant’s rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Option shall be waived or shall lapse, as the case may be.
Alternative Options. Notwithstanding Section 8(a), no cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to the Options if the Board reasonably determines in good faith, prior to the occurrence of a Change in Control, that the Options shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Options being hereinafter referred to as an "Alternative Options") by the New Employer, provided that any such Alternative Options must:
(i) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options, including, but not limited to, an identical or better exercise and vesting schedule, identical or better timing and methods of payment and, if the Alternative Options or the securities underlying them are not publicly traded, identical or better rights to require Holding or the New Employer to repurchase the Alternative Options;
(ii) have substantially equivalent economic value to the Options (determined at the time of the Change in Control); and
(iii) have terms and conditions which provide that in the event that the Grantee suffers an Involuntary Termination within two years following a Change in Control:
(A) any conditions on the Grantee's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Options shall be waived or shall lapse, as the case may be; or
(B) the Grantee shall have the right to surrender such Alternative Options within 30 days following such termination in exchange for a payment in cash equal to the excess of the Fair Market Value of the Common Stock subject to the Alternative Options over the price, if any, that the Grantee would be required to pay to exercise such Alternative Options.
Alternative Options. Notwithstanding Sections 7(a) and 7(b), no cancellation, termination, acceleration of exercisability or vesting or settlement or other payment shall occur with respect to any Option if the Committee (as constituted immediately prior to the consummation of the transaction constituting the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Options shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an “Alternative Option”) by the Employee’s new employer, provided that any Alternative Options must:
(i) be based on stock which is traded on an established securities market, or which will be so traded within 60 days of the Change in Control;
(ii) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the terms of the Options immediately prior to the consummation of the transaction constituting the Change in Control, including, but not limited to, an identical or better exercise and vesting schedule and identical or better timing and methods of exercise or payment;
(iii) have substantially equivalent economic value to the Options (determined at the time of the Change in Control); and
(iv) have terms and conditions which provide that in the event that the Employee’s employment is involuntarily terminated or constructively terminated, any conditions on the Grantee’s rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Option shall be waived or shall lapse, as the case may be.
Alternative Options. Notwithstanding Section 5(a), no cancellation or cash settlement or other payment shall occur with respect to any Option in connection with an Exit Event if the Committee reasonably determines in good faith, prior to the occurrence of such Exit Event, that such Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an “Alternative Option”) by the new employer, provided that any such Alternative Option must:
(i) provide the Employee that held such Option with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Option, including, but not limited to, an identical or better exercise and vesting schedule and identical or better timing and methods of payment; and
(ii) have substantially equivalent economic value to such Option (determined at the time of the Exit Event).
Alternative Options. Notwithstanding Sections 7(a) and 7(b), no cancellation, termination, acceleration of exercisability or vesting or settlement or other payment shall occur with respect to any Option if the Committee (as constituted immediately prior to the consummation of the transaction constituting the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Options shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an “Alternative Option”) by the New Employer, provided that any Alternative Options must:
(i) be based on shares of voting capital stock that are traded on an established U.S. securities market;
(ii) provide the Grantee with rights and entitlements substantially equivalent to the rights and entitlements applicable under the terms of the Options immediately prior to the consummation of the transaction constituting the Change in Control, including, but not limited to, an identical exercise and vesting schedule and identical timing and methods of exercise or payment;
(iii) have substantially equivalent economic value to the Options (determined at the time of the Change in Control);
(iv) have terms and conditions which provide that in the event that the Grantee suffers an involuntary termination within two years following a Change in Control any conditions on the Grantee’s rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Option shall be waived or shall lapse, as the case may be; and
(v) not be subject to the requirements of section 409A of the Code.
Alternative Options. Notwithstanding Section 4(c)(i), no ------------------- settlement or other payment shall be made with respect to any Option in the event that the transaction constituting the Take-Along Sale is to be accounted for using the "pooling of interest" method of accounting. In such event, each Option held by the Employee immediately prior to the closing of the Take-Along Sale shall become fully vested immediately prior to the consummation of such transaction and the Employee shall have the right, subject to compliance with all applicable securities laws, to (i) - exercise all of the Options then held by him or (ii) provided such -- opportunity is made available by the Take-Along Buyer, exchange such Options for fully vested options to purchase common stock of the Take-Along Buyer (or the direct or indirect parent of the Take-Along Buyer) having substantially equivalent economic value to the Options being exchanged therefor, as determined by the Board immediately prior to the consummation of the Take-Along Sale. Any Options not exercised or exchanged shall expire upon the consummation of the Take-Along Sale.
Alternative Options. Notwithstanding Sections 9(a), 9(b) and 9 ------------------- (c) hereof, no cash settlement or other payment shall be made with respect to any Option in the event that the transaction constituting the Change in Control is accounted for using the "pooling of interest" method of accounting. In such event, the portion of each Option then held by the Grantee that, but for the provisions of this paragraph (d), would have been settled for cash pursuant to paragraphs (a) or (b) of this Section 9 in connection with the Change in Control, shall become fully vested immediately prior to the consummation of such transaction and the Grantee shall have the right, subject to compliance with all applicable securities laws, to (i) exercise such portion of the Options in - connection with the Change in Control or (ii) provided such opportunity is made -- available by the New Employer, exchange such portion of the Options for fully exercisable options to purchase common stock of the New Employer having substantially equivalent economic value to the Options being exchanged therefor (determined at the time of the Change in Control).
Alternative Options. (i) provide you with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Option, including, but not limited to, an identical or better exercise and vesting schedule and identical or better timing and methods of payment;
(ii) have substantially equivalent economic value to such Option (determined at the time of the Change in Control); and
(iii) have terms and conditions which provide that in the event that your employment is involuntarily or constructively terminated within two years following a Change in Control, any conditions on your rights under, or any restrictions on transfer or exercisability applicable to, each such alternative Option shall be waived or shall lapse.