Cancellation of Equity Awards Sample Clauses

Cancellation of Equity Awards. (a) Out-of-the-Money Options. The Company shall take all actions necessary to cause any Option, whether vested or unvested, to be, consistent with the Equity Incentive Plans (as all such Options are not In-the-Money Options), cancelled and terminated at the Closing without payment in respect thereof.
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Cancellation of Equity Awards. In accordance with the terms of the Equity Incentive Plan, the Company shall take all actions necessary to cause (a) all unvested Options to become fully vested on the Closing Date, but prior to the Effective Time, and (b) as of the Effective Time, each Option to be cancelled and converted into the right to receive, with respect to each share of Common Stock underlying such Option, (i) the Per Share Closing Option Consideration (the aggregate amount payable in respect of Options pursuant to this Section 3.2(b)(i), the “Closing Option Cancellation Amount”), (ii) the Per Share Escrow Release Amount, (iii) the Per Share Representative Escrow Release Amount and (iv) the Per Share Positive Adjustment Amount (the aggregate amount payable in respect of Options pursuant to this Section 3.2, the “Option Cancellation Amount”), in each case, less required withholding Taxes. Notwithstanding anything in this Agreement to the contrary, any Underwater Option shall be immediately canceled at the Effective Time without any consideration therefor. In accordance with the terms of the Interline Brands, Inc. Amended and Restated 2012 Stock Option Plan, the Company shall take all actions necessary to cause all Restricted Shares to be cancelled and converted into the right to receive, with respect to each share of Common Stock underlying such Restricted Share, the Per Share Merger Consideration, less required withholding Taxes. Notwithstanding anything herein to the contrary, no payment of any amounts contemplated by this Agreement shall be made to any Optionholder, in his or her capacity as such, after the fifth anniversary of the Closing Date.
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Cancellation of Equity Awards. As of the Resignation Date, (a) the incentive stock option covering 25,000 shares of the Company’s common stock granted by the Company to Executive as of January 9, 2012 (the “Option”) and (b) the restricted stock award covering 7,000 shares of the Company’s common stock granted by the Company to Executive as of January 9, 2012 shall each be cancelled in their entirety in exchange for the Company’s payment to Executive on January 2, 2013 of an amount (such amount being the “Equity Payment Amount”) equal to the sum of the following:
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Related to Cancellation of Equity Awards

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Treatment of Equity Awards Upon a Change of Control, all equity awards with time-based vesting shall immediately fully vest and become non-forfeitable and each equity award which has been granted (or any other equity award which would otherwise have been granted to the Executive during the applicable performance period/calendar year in the ordinary course) with performance vesting shall vest at an amount based upon and to the extent of the Employers’ achievement of performance goals during the performance period under each such equity award through the end of the calendar month immediately preceding the Change in Control.

  • Cancellation of Options In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

  • Vesting of Equity Awards Notwithstanding the provisions of any plan or agreement governing such an Award (as defined in Section 4(c)), all Awards granted to you that remain outstanding and unvested immediately prior to the occurrence of a Change in Control (as defined in Section 4(d)(i)) automatically shall vest in full upon the occurrence of the Change in Control.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Termination of Options To the extent vested in accordance with Section 2 above, the Options will terminate, and be of no force or effect, upon the earlier of:

  • Company Equity Awards With respect to any stock options, restricted stock or other equity awards (the “Equity Awards”) granted pursuant to any compensation plan of the Company or its Subsidiaries providing for the issuance of Equity Awards (the “Company Plans”), (A) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective by all necessary corporate action, and (B) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements.

  • Vested Company Options No Vested Company Options shall be assumed or continued by Parent and the Company in connection with the Merger or the other transactions contemplated hereby. Each Vested Company Option outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive at the Effective Time with respect to each share subject thereto, subject to the execution and delivery by such Company Option Holder of an option cancellation agreement (which shall include a release) in a form mutually acceptable to Parent and the Company (an “Option Cancellation Agreement”), an amount in cash, without interest, equal to the excess, if any, of the Per Share Common Consideration for each share of Company Common Stock issuable upon the exercise in full of such Company Option over the per share exercise price of such Vested Company Option (such excess amount being hereinafter referred to as the “Vested Company Option Cash Out Amount”), subject to adjustment in accordance with Section 1.6. Vested Company Options with a per share exercise price greater than or equal to the Per Share Common Consideration shall be cancelled without consideration. The payment of the Vested Company Option Cash Out Amount to any holder of Vested Company Options shall be paid at such time(s) provided in this Agreement to the Surviving Corporation for further payment to the holders of Employee Company Options through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions, and in respect of Non-Employee Company Options, shall be paid to the Payment Agent for further payment to the Non-Employee Company Option Holders. For purposes of calculating the aggregate amount of consideration payable in respect of each Vested Company Option pursuant to this Section 1.3(c), (x) all shares of Company Common Stock issuable upon the exercise in full of the Vested Company Options held by each holder of Vested Company Options shall be aggregated and (y) the amount of cash to be paid to each such holder of Vested Company Options shall be rounded down to the nearest whole cent.

  • Termination of Award In the event that the Employee shall forfeit all or a portion of the restricted stock units subject to the Award, the Employee shall promptly return this Agreement to the Company for cancellation. Such cancellation shall be effective regardless of whether the Employee returns this Agreement.

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