Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following: (a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity; (b) All or substantially all of the assets of the Company are acquired by another person; (c) The reorganization or liquidation of the Company; or (d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the event.
Appears in 17 contracts
Samples: Stock Option Agreement (Amn Healthcare Services Inc), Stock Option Agreement (Amn Healthcare Services Inc), Stock Option Agreement (Amn Healthcare Services Inc)
Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “"performance-based compensation” " under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “"performance-based compensation” " for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the event.
Appears in 9 contracts
Samples: Stock Option Agreement (Amn Healthcare Services Inc), Stock Option Agreement (Amn Healthcare Services Inc), Stock Option Agreement (Amn Healthcare Services Inc)
Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum The number of shares covered by this Option, and the price per share, shall be proportionately adjusted for any increase or decrease in the number of Stock subject to all Options stated issued shares of common stock of the Company resulting from any combination of shares or the payment of a stock dividend on the Company’s common stock or any other increase or decrease in the number of shares effected without receipt of consideration by the Company. In the event of a “Change of Control” (as defined in Section 5(a12.2 of the Plan) of the Company, this Option will be and become fully vested and exercisable irrespective the Minimum Employment Period and irrespective any vesting schedule set forth in this Agreement, unless in the case of a transaction described in clause (iii) or (iv), of Section 12.2 of the Plan, provisions are made in connection with such transaction for the continuance of the Plan and the maximum assumption of this Option or the substitution for this Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof, covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices. In the event of a change in the common stock of the Company as presently constituted, which is limited to a change of all its authorized shares into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the shares subject to this Option. Except as expressly provided in this paragraph 9, the Employee shall have no rights by reason of: (i) any subdivision or combination of shares of stock of any class, (ii) the payment of any stock dividend or any other increase or decrease in the number of shares of Stock stock of any class; or (iii) any dissolution, liquidation, merger or consolidation or spinoff of assets or stock of another corporation. Except as provided in this paragraph 9, any issue by the company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to which any one person may be granted Options during any period stated in Section 5(d) to, the number or price of the Plan shall be shares subject to adjustment this Option. The grant of this Option shall not affect in anyway the right or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure power of the Company by reason to make adjustments, reclassifications, reorganizations or changes of stock its capital or extraordinary cash dividendsbusiness structure or to merge or to consolidate or to dissolve, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchangesliquidate or sell, or other relevant changes in capitalization occurring after the Date of Grant of any such Option or (ii) in the event of any change in applicable laws transfer all or any change in circumstances which results in part of its business or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the eventassets.
Appears in 4 contracts
Samples: Stock Option Agreement (Macatawa Bank Corp), Stock Option Agreement (Macatawa Bank Corp), Stock Option Agreement (Macatawa Bank Corp)
Changes in Capital Structure. The Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretionCommittee, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalizationrecapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Option date hereof or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable Grantee. No such adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made which would result in an increase in the amount of gain or a manner which does not adversely affect decrease in the exemption provided pursuant to Rule 16b-3 under amount of loss inherent in the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the CodeOptions. The Company shall give each Optionee Grantee written notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposeshereunder. Notwithstanding anything herein to the abovecontrary, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders stockholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;; or
(c) The Company’s reorganization or liquidation of the Companyliquidation; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 ten days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereofGrantee, in cash or stock, or any combination thereofcash, the value of such Options based upon the price per share of Stock received or to be received by other shareholders stockholders of the Company in such event and the eventper share exercise price of the Options.
Appears in 3 contracts
Samples: Employment Agreement (Wright Medical Group Inc), Inducement Stock Option Grant Agreement (Wright Medical Group Inc), Inducement Stock Option Grant Agreement (Wright Medical Group Inc)
Changes in Capital Structure. The Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretionCommittee, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalizationrecapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Option date hereof or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable Grantee. No such adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made which would result in an increase in the amount of gain or a manner which does not adversely affect decrease in the exemption provided pursuant to Rule 16b-3 under amount of loss inherent in the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the CodeOptions. The Company shall give each Optionee Grantee written notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposeshereunder. Notwithstanding anything herein to the abovecontrary, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders stockholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;; or
(c) The Company's reorganization or liquidation of the Companyliquidation; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 ten days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereofGrantee, in cash or stock, or any combination thereofcash, the value of such Options based upon the price per share of Stock received or to be received by other shareholders stockholders of the Company in such event and the eventper share exercise price of the Options.
Appears in 3 contracts
Samples: Inducement Stock Option Grant Agreement (Wright Medical Group Inc), Inducement Stock Option Grant Agreement (Wright Medical Group Inc), Inducement Stock Option Grant Agreement (Wright Medical Group Inc)
Changes in Capital Structure. (a) The Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan this Agreement shall be subject to adjustment equitably and proportionally adjusted or substitutionsubstituted, as determined by the Committee in its sole discretionCommittee, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalizationrecapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date date of Grant grant of any such Option Award (including any Corporate Event (as defined below)); (ii) in connection with any extraordinary dividend declared and paid in respect of shares of Stock, whether payable in the form of cash, stock or any other form of consideration; or (iiiii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of Holder in the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;.
(b) All Notwithstanding the foregoing, in connection with (i) a merger or substantially all of the assets of consolidation involving the Company are acquired by in which the Company is not the surviving corporation; (ii) a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Stock receive securities of another person;
corporation and/or other property, including cash; (ciii) The a Change in Control; or (iv) the reorganization or liquidation of the Company; or
Company (d) The Company shall enter into each, a written agreement to undergo an event described in clauses (a"Corporate Event"), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice discretion, provide for any one or more of the following:
A. require that the Options be assumed in connection with such Corporate Event, in which case, the Options shall be subject to the affected personsadjustment set forth in subsection (a) above;
B. accelerate the vesting of any Options, subject to the consummation of such Corporate Event; or
C. cancel any outstanding or all vested and/or unvested Options as of the consummation of such Corporate Event, and pay to provide that the holders thereofHolder will receive a payment in respect of cancellation of the vested Options (including any Options that would vest on the Corporate Event but for cancellation) based on the amount of the per share consideration being paid for the Stock in connection with such Corporate Event, in cash or stockless the applicable exercise price; provided, or any combination thereofhowever, the value Holder shall only be entitled to consideration in respect of cancellation of such Options based upon if the price per share of Stock received consideration less the applicable exercise price is greater than zero (and to the extent the per share consideration is less than or equal to the applicable exercise price, such Options shall be received by other shareholders of the Company in the eventcancelled for no consideration).
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Jupitermedia Corp), Incentive Stock Option Agreement (Jupitermedia Corp)
Changes in Capital Structure. Options granted under The number of shares covered by this Option, and the Plan price per share, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock of the Company resulting from any combination of shares or the payment of a stock dividend on the Company’s common stock or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company. If the Company shall be the surviving corporation in any merger or consolidation, or if the Company is merged into a wholly owned subsidiary solely for purposes of changing the Company’s state of incorporation, this Option shall pertain to and any Stock apply to the securities to which a holder of the same number of shares as are then subject to this Option Agreementswould have been entitled. A dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation, except as above provided, shall cause this Option to vest and become exercisable in accordance with the terms and provisions of the Plan. In the event of a change in the common stock of the Company as presently constituted, which is limited to a change of all its authorized shares into the same number of shares with a different par value or without par value, the maximum shares resulting from any such change shall be deemed to be the shares subject to this Option. Except as expressly provided in this paragraph 9, the Employee shall have no rights by reason of: (i) any subdivision or combination of shares of stock of any class; (ii) the payment of any stock dividend or any other increase or decrease in the number of shares of Stock subject to all Options stated stock of any class; or (iii) any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation. Except as provided in Section 5(a) of this paragraph 9, any issue by the Plan and the maximum number Company of shares of Stock stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to which any one person may be granted Options during any period stated in Section 5(d) to, the number or price of the Plan shall be shares of stock subject to adjustment this Option. The grant of this Option shall not affect in any way the right or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure power of the Company by reason to make adjustments, reclassifications, reorganizations or changes of stock its capital or extraordinary cash dividendsbusiness structure or to merge or to consolidate or to dissolve, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchangesliquidate or sell, or other relevant changes in capitalization occurring after the Date of Grant of any such Option or (ii) in the event of any change in applicable laws transfer all or any change in circumstances which results in part of its business or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the eventassets.
Appears in 2 contracts
Samples: Stock Option Agreement (Miller Herman Inc), Stock Option Agreement (Miller Herman Inc)
Changes in Capital Structure. Options granted under If all or any portion of the Plan and Option shall be exercised subsequent to any Stock Option Agreementsstock dividend declared upon the common stock or if the common stock shall thereafter be subdivided, the maximum number consolidated, or changed into other securities of Plains Capital Corporation or a successor Corporation to Plains Capital Corporation, then in each such event, shares of Stock subject common stock which would be delivered pursuant to all Options stated in Section 5(a) the exercise of this Option shall, for purposes of adjusting the Plan number and kind thereof be treated as though outstanding immediately prior to the occurrence of such event and the maximum number of shares of Stock with respect purchase price to which any one person may be granted Options during any period stated in Section 5(d) of the Plan paid thereof shall be subject appropriately adjusted to adjustment or substitutiongive effect thereto, as determined by provided however, that no fractional shares shall be issued upon any such exercise, and the Committee in its sole discretion, as to the number, aggregate price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to paid shall be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant reduced on account of any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Planfractional share not issued. Any No adjustments under Section 11 of the Plan shall be made in a manner the minimum number of shares, which does may be purchased at any one time, as fixed by paragraph 4 hereof. The grant of this Option shall not adversely affect effect, in any way, the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) right or power of the CodeCorporation to make adjustments, such adjustments re-classifications, reorganizations or substitutions shall be made only changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. In the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes case of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder andmerger, upon noticeconsolidation, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization dissolution or liquidation of the Company; or
Corporation, the Corporation may accelerate the expiration date of any Option for any or all of the shares covered hereby (d) The Company shall enter into but still giving Optionees a written agreement reasonable period of time to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel exercise any outstanding Options and pay prior to the holders thereofaccelerated expiration date) and may in the case of merger, in cash consolidation, dissolution or stockliquidation of the Corporation, or any combination thereofother case in which it feels it is in the Corporation’s best interest, accelerate the value date or dates on which any Option or any part of such Options based upon the price per share of Stock received any Option shall be exercisable for any or to be received by other shareholders all of the Company in the eventshares covered hereby.
Appears in 2 contracts
Samples: Employee Incentive Stock Option Agreement (Plains Capital Corp), Employee Incentive Stock Option Agreement (Plains Capital Corp)
Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “"performance-based compensation” " under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “"performance-based compensation” " for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses clause (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the event.
Appears in 2 contracts
Samples: Stock Option Agreement (Amn Healthcare Services Inc), Stock Option Agreement (Amn Healthcare Services Inc)
Changes in Capital Structure. Options If during the term of the Option the outstanding common stock of the Company is increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, plan of exchange, recapitalization, reclassification, stock split-up, combination of shares or dividend payable in shares, appropriate adjustment will be made by the Board of Directors of the Company in the number and kind of shares available for awards under the Plan. In addition, except with respect to transactions referred to in paragraph 9 below, the Board of Directors will make appropriate adjustment in the number and kind of shares as to which the Option, or portions of it then unexercised, will be exercisable, so that the Optionee's proportionate interest before and after the occurrence of the event is maintained. However, the Board of Directors will have no obligation to cause any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Board of Directors. Any such adjustments made by the Board of Directors will be conclusive. If the shareholders of the Company receive capital stock from another corporation ("Exchange Stock") in exchange for their shares of the Company in any transaction involving a merger, consolidation or plan of exchange, the Option will be converted into an option to purchase shares of Exchange Stock (unless the Company and the corporation issuing the Exchange Stock, in their sole discretion, determine that any or all options granted under the Plan and any Stock Option Agreements, are to be treated as set forth in the maximum following sentence) in the same proportion as used for determining the number of shares of Exchange Stock subject to all Options stated in Section 5(a) the holders of the Plan and common stock receive in such merger, consolidation or exchange. In the maximum number event of shares dissolution of Stock with respect the Company or a merger, consolidation or plan of exchange affecting the Company to which any one person may be granted Options during any period stated paragraph 9 below does not apply, in Section 5(d) lieu of providing for options pursuant to the Plan shall be subject to adjustment or substitutionabove, as determined by the Committee Board of Directors may, in its sole discretion, as to the number, price or kind of provide a share of Stock or other consideration subject 30-day period prior to such Options or as otherwise determined by event during which the Committee Optionee will have the right to be equitable (i) exercise the Option in the event of changes in the outstanding Stock whole or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of part without any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion limitation on exercisability and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to expiration of which 30-day period the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the eventunexercised Option will immediately terminate.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Athena Medical Corp), Non Statutory Stock Option Agreement (Athena Medical Corp)
Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable If (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of shall at any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall time be made involved in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Furthermerger, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) consolidation, dissolution, liquidation, reorganization, exchange of the Codeshares, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes sale of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets or stock of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a)other transaction similar thereto, (bii) or (c) aboveany reorganization, then the Committee mayrecapitalization, in its discretion and upon at least 10 days advance notice to the affected personsreclassification, cancel any outstanding Options and pay to the holders thereofstock dividend, in cash or stock split, reverse stock split, significant repurchases of stock, or other similar change in the capital stock of the Company or the Partnership, (iii) any combination thereofcash dividend or other distribution to holders of shares of Common Stock or Partnership Units shall be declared and paid other than in the ordinary course, or (iv) any other extraordinary corporate event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of equitable or proportionate adjustment in the terms of this Agreement or the Award LTIP Units to avoid distortion in the value of such Options based upon this Award, the price per share of Stock received or to be received by Committee shall, taking into account, among other shareholders factors, the operation of the Company Conversion Factor and other provisions of the Partnership Agreement, make equitable or proportionate adjustment and take such other action as it deems necessary to maintain the Advisor’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the Award LTIP Units prior to such event, including, without limitation: (A) interpretations of or modifications to any defined term in this Agreement; (B) adjustments in any calculations provided for in this Agreement, and (C) substitution of other awards; provided, however any such adjustment shall be subject in all respects to, and shall not conflict with, the eventPartnership Agreement, as the Partnership Agreement may be amended from time to time in accordance with its terms, solely in connection with any adjustment or action by the Committee pursuant to this Section 7. All adjustments pursuant to this Section 7 made by the Committee shall be final, binding and conclusive.
Appears in 2 contracts
Samples: Advisor Multi Year Outperformance Agreement (Global Net Lease, Inc.), Advisor Multi Year Outperformance Award Agreement (American Finance Trust, Inc)
Changes in Capital Structure. Options granted under If the Plan and any Stock Option Agreements, the maximum number of outstanding shares of Common Stock subject to all Options stated in Section 5(a) of the Plan and the maximum Company are increased or decreased or changed into or exchanged for a different number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock shares or other consideration subject to such Options securities of the Company or as otherwise determined of another corporation by reason of any reorganization, merger, consolidation, plan of exchange, recapitalization, reclassification, stock split-up, combination of shares or dividend payable in shares, appropriate adjustment shall be made by the Committee to the end that the Grantee's proportionate interest is maintained as before the occurrence of such event. The Committee may also require that any securities issued in respect of or in exchange for Shares issued hereunder that are subject to restrictions be equitable (i) subject to similar restrictions. Notwithstanding the foregoing, the Committee shall have no obligation to effect any adjustment that would or might result in the event issuance of changes fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the outstanding Stock Committee. Any such adjustments made by the Committee shall be conclusive. Subject to the provisions of Paragraph 8, if the Company shall be a party to a transaction involving a sale of substantially all its assets, a merger or in a consolidation, this Option shall pertain and apply to the capital structure securities to which the Grantee would have been entitled if the Grantee actually owned the Shares subject to the Option immediately prior to the time any such transaction became effective; provided, however, that any unexercised Options may be canceled by the Company as of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant effective date of any such Option transaction, by giving notice to the Grantee of its intention to do so and by permitting the exercise, during the thirty (30) day period preceding the effective date of such transaction, of all partly or wholly unexercised Options in full (ii) in without regard to installment exercise limitations). In the event case of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement dissolution of the rights granted toCompany, every Option outstanding hereunder shall terminate; provided, however, that each Option holder shall have thirty (30) days prior written notice of such event, during which time he or available for, Participants, she shall have a right to exercise his or which otherwise warrants equitable adjustment because it interferes with her partly or wholly unexercised Options (without regard to installment exercise limitations). On the intended operation basis of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only information known to the extent that Company, the Committee determines that shall make all determinations under this Paragraph 7, including whether a transaction involves a sale of substantially all the Company's assets; and all such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment determinations shall be conclusive and binding binding. If any such adjustment provided for all purposes. Notwithstanding in this Paragraph 7 requires the above, in the event approval of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of order to enable the Company are acquired by another person;
(c) The reorganization or liquidation of to adjust the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) aboveOption, then no such adjustment shall be made without the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the eventrequired shareholder approval.
Appears in 2 contracts
Samples: Non Statutory Stock Option Agreement (CDW Computer Centers Inc), Non Statutory Stock Option Agreement (CDW Computer Centers Inc)
Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum (a) The number of shares of Stock subject to all Options stated Option Shares covered by this Option and the Option Price shall be equitably adjusted in Section 5(athe event (the “Event”) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event payment of changes in any dividend or the outstanding making of any distribution of Common Stock to holders of record of Common Stock, (ii) any stock split, combination of shares, recapitalization or in other similar change; (iii) the capital structure merger or consolidation of the Company by reason into or with any other corporation; or (iv) the reorganization, dissolution, liquidation or winding up of the Company, and the Grantee shall be entitled to receive such new, additional or other shares of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchangesof any class, or other relevant changes property (including cash), as Grantee would have been entitled to receive as a matter of law in capitalization occurring after connection with such Event had Grantee held the Date Option Shares on the record date set for such Event. In addition, upon such change, the Option Price of Grant the Option Shares or other securities subject to any unexercised portions of this Option shall be adjusted proportionately so that Grantee shall have the right to purchase the number of Option Shares (as adjusted) under this Option at an Option Price (as adjusted) which Grantee could purchase for the total purchase price applicable to the unexercised portion of this Option immediately prior to such Event had Grantee held the Option Shares on the record date set for such Event. Any fractional shares resulting from such calculation shall be eliminated. The Administrator shall have the authority to determine the adjustments to be made under this Section 8 and any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan determination shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Furtherfinal, with respect to Options intended to qualify as “performance-based compensation” under Section 162(mbinding and conclusive.
(b) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the aboveprovision of this Agreement, in the event of any a Change in Control, the Option shall be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the following:
(a) The Company is merged successor corporation. In the event that the successor corporation refuses to assume or consolidated with another corporation substitute for the Option, the Administrator may cause any or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement such Option to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice become fully exercisable prior to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value consummation of such Options based transaction and the Administrator shall notify the Optionee of such acceleration and the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the price per share expiration of Stock received or to be received by other shareholders of the Company in the eventsuch period.
Appears in 2 contracts
Samples: Stock Option Agreement (Resmed Inc), Stock Option Agreement (Resmed Inc)
Changes in Capital Structure. Options granted under In the Plan and any Stock Option Agreementsevent that a dividend shall be declared upon the Corporation's common stock payable in common shares, the maximum number of shares of Stock then subject to all Options stated in Section 5(a) of the Plan and Option shall be adjusted by adding to each such share the maximum number of shares of Stock with which would be distributable in respect to which any one person may be granted Options during any period stated in Section 5(d) thereof if such shares had been outstanding on the date fixed for determining the shareholders of the Plan Corporation entitled to receive such share dividend. In the event that the outstanding shares shall be changed into or exchanged for a different number of shares or other securities of the Corporation or of another corporation, whether through reorganization, recapitalization, split-up, combination of shares, merger, or consolidation, then there shall be substituted for each share subject to adjustment the Option the number and kind of shares or substitutionother securities into which each outstanding share shall have been so changed or for which each such share shall have been exchanged. In the event there shall be any change, other than as determined by specified in this paragraph, in the Committee number or kind of outstanding shares or of any shares or other securities into which such shares shall have been changed or for which they shall have been exchanged, then if the Board of Directors shall, in its sole discretion, as to determine that such change equitably requires an adjustment in the number, price number or kind of a share shares theretofore reserved for the grant of Stock or other consideration options pursuant to the Plan but not yet subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure option and of the Company by reason of stock shares then subject to an option or extraordinary cash dividendsoptions, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect by the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) Board of the Code, such adjustments or substitutions Directors and shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive effective and binding for all purposespurposes of the Plan and of each option outstanding thereunder, including the Option. Notwithstanding In the above, in the event case of any such substitution or adjustment as provided for in this paragraph, the aggregate purchase price for all shares issuable upon exercise of the following:
(a) The Company is merged Option prior to such substitution or consolidated with another corporation adjustment and all shares or entity and, in connection therewith, consideration is received by shareholders other securities adjusted pursuant to this paragraph shall be equal to the aggregate purchase price for all shares issuable upon exercise of the Company option prior to such substitution or adjustment. No adjustment or substitution provided for in this paragraph shall require the Corporation to sell a form other than stock fractional share, and the total substitution or adjustment with respect to the Option shall be limited accordingly. Upon any adjustment made pursuant to this paragraph, the Corporation will, upon request, deliver to the Optionee or to the Successors of the Optionee a certificate of its Treasurer setting forth the purchase price thereafter in effect and the number and kind of shares or other equity interests securities thereafter purchasable on the exercise of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the eventOption.
Appears in 1 contract
Samples: Class B Stock Option Agreement (North Atlantic Acquisition Corp)
Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “"performance-based compensation” " under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “"performance-based compensation” " for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the event.of
Appears in 1 contract
Samples: Stock Option Agreement (Amn Healthcare Services Inc)
Changes in Capital Structure. Options granted under If all or any portion of the Plan and Option shall be exercised subsequent to any Stock Option Agreementsstock dividend declared upon the common stock or if the common stock shall thereafter be subdivided, the maximum number consolidated, or changed into other securities of Plains Capital Corporation or a successor Corporation to Plains Capital Corporation, then in each such event, shares of Stock subject common stock which would be delivered pursuant to all Options stated in Section 5(a) the exercise of this Option shall, for purposes of adjusting the Plan number and kind thereof be treated as though outstanding immediately prior to the occurrence of such event and the maximum number of shares of Stock with respect purchase price to which any one person may be granted Options during any period stated in Section 5(d) of the Plan paid thereof shall be subject appropriately adjusted to adjustment or substitutiongive effect thereto, as determined by provided however, that no fractional shares shall be issued upon any such exercise, and the Committee in its sole discretion, as to the number, aggregate price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to paid shall be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant reduced on account of any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Planfractional share not issued. Any No adjustments under Section 11 of the Plan shall be made in a manner the minimum number of shares which does may be purchased at any one time, as fixed by paragraph 4 hereof. The grant of this Option shall not adversely affect effect, in any way, the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) right or power of the CodeCorporation to make adjustments, such adjustments re-classifications, reorganizations or substitutions shall be made only changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. In the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes case of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder andmerger, upon noticeconsolidation, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization dissolution or liquidation of the Company; or
Corporation, the Corporation may accelerate the expiration date of any Option for any or all of the shares covered hereby (d) The Company shall enter into but still giving Optionees a written agreement reasonably period of time to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel exercise any outstanding Options and pay prior to the holders thereofaccelerated expiration date) and may in the case of merger, in cash consolidation, dissolution or stockliquidation of the Corporation, or any combination thereofother case in which it feels it is in the Corporation’s best interest, accelerate the value date or dates on which any Option or any part of such Options based upon the price per share of Stock received any Option shall be exercisable for any or to be received by other shareholders all of the Company in the eventshares covered hereby.
Appears in 1 contract
Samples: Employee Incentive Stock Option Agreement (Plains Capital Corp)
Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “"performance-based compensation” " under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “"performance-based compensation” " for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses clause (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days days' advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the event.
Appears in 1 contract
Samples: Stock Option Agreement (Amn Healthcare Services Inc)
Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable If (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of shall at any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall time be made involved in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Furthermerger, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) consolidation, dissolution, liquidation, reorganization, exchange of the Codeshares, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes sale of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets or stock of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a)other transaction similar thereto, (bii) or (c) aboveany reorganization, then the Committee mayrecapitalization, in its discretion and upon at least 10 days advance notice to the affected personsreclassification, cancel any outstanding Options and pay to the holders thereofstock dividend, in cash or stock split, reverse stock split, significant repurchases of stock, or other similar change in the capital stock of the Company or the Partnership, (iii) any combination thereofcash dividend or other distribution to holders of shares of Common Stock or Partnership Units shall be declared and paid other than in the ordinary course, or (iv) any other extraordinary corporate event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of equitable or proportionate adjustment in the terms of this Agreement or the Award LTIP Units to avoid distortion in the value of such Options based upon this Award, the price per share of Stock received or to be received by Committee shall, taking into account, among other shareholders factors, the provisions of the Company Partnership Agreement, make equitable or proportionate adjustment and take such other action as it deems necessary to maintain the Advisor’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the Award LTIP Units prior to such event, including, without limitation: (A) interpretations of or modifications to any defined term in this Agreement; (B) adjustments in any calculations provided for in this Agreement, and (C) substitution of other awards; provided, however any such adjustment shall be subject in all respects to, shall be consistent with and shall not conflict with Section 5.2 or Section 5.3 of the Advisor Plan, the operation of the Conversion Factor (as defined in the eventPartnership Agreement), any adjustment pursuant to Section 13.01(a) of the Partnership Agreement in connection with an Adjustment Event (as defined in the Partnership Agreement) and other provisions of the Partnership Agreement, as it may be amended from time to time in accordance with its terms, solely in connection with any adjustment or action by the Committee pursuant to this Section 6. All adjustments pursuant to this Section 6 made by the Committee shall be final, binding and conclusive.
Appears in 1 contract
Samples: Advisor Multi Year Outperformance Award Agreement (American Finance Trust, Inc)
Changes in Capital Structure. The Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretionCommittee, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalizationrecapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Option date hereof or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable Grantee. No such adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made which would result in an increase in the amount of gain or a manner which does not adversely affect decrease in the exemption provided pursuant to Rule 16b-3 under amount of loss inherent in the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the CodeOptions. The Company shall give each Optionee Grantee written notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposeshereunder. Notwithstanding anything herein to the abovecontrary, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders stockholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;; or
(c) The Company`s reorganization or liquidation of the Companyliquidation; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 ten days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereofGrantee, in cash or stock, or any combination thereofcash, the value of such Options based upon the price per share of Stock received or to be received by other shareholders stockholders of the Company in such event and the eventper share exercise price of the Options.
Appears in 1 contract
Samples: Inducement Stock Option Grant Agreement (Wright Medical Group Inc)
Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable If (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of shall at any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall time be made involved in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Furthermerger, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) consolidation, dissolution, liquidation, reorganization, exchange of the Codeshares, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes sale of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets or stock of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a)other transaction similar thereto, (bii) or (c) aboveany reorganization, then the Committee mayrecapitalization, in its discretion and upon at least 10 days advance notice to the affected personsreclassification, cancel any outstanding Options and pay to the holders thereofstock dividend, in cash or stock split, reverse stock split, significant repurchases of stock, or other similar change in the capital stock of the Company or the Partnership, (iii) any combination thereofcash dividend or other distribution to holders of shares of Common Stock or Partnership Units shall be declared and paid other than in the ordinary course, or (iv) any other extraordinary corporate event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of equitable or proportionate adjustment in the terms of this Agreement or the Award LTIP Units to avoid distortion in the value of such Options based upon this Award, the price per share of Stock received or to be received by Committee shall, taking into account, among other shareholders factors, the provisions of the Company Partnership Agreement, make equitable or proportionate adjustment and take such other action as it deems necessary to maintain the Advisor’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the Award LTIP Units prior to such event, including, without limitation: (A) interpretations of or modifications to any defined term in this Agreement; (B) adjustments in any calculations provided for in this Agreement, and (C) substitution of other awards; provided, however any such adjustment shall be subject in all respects to, shall be consistent with and shall not conflict with Section 5.2 or Section 5.3 of the Plan, the operation of the Conversion Factor (as defined in the eventPartnership Agreement), any adjustment pursuant to Section 13.01(a) of the Partnership Agreement in connection with an Adjustment Event (as defined in the Partnership Agreement) and other provisions of the Partnership Agreement, as it may be amended from time to time in accordance with its terms, solely in connection with any adjustment or action by the Committee pursuant to this Section 6. All adjustments pursuant to this Section 6 made by the Committee shall be final, binding and conclusive.
Appears in 1 contract
Samples: Advisor Multi Year Outperformance Award Agreement (Global Net Lease, Inc.)
Changes in Capital Structure. Options Awards granted under the Plan and any Stock Option Agreementsagreements evidencing such Awards, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan Awards, and the maximum number of shares of Stock with respect to which any one person may be granted Options or SARs during any period stated in Section 5(d) of the Plan year, if applicable, shall be Xxxxxx Medical Technology, Inc. Employment Agreement — Xxxxxx X. Xxxxxxxxx Page 49 subject to equitable adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable Awards (ia) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalizationrecapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Option Award or (iib) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, ParticipantsParticipants in the Plan, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments In addition, in the event of any such adjustment or substitution, the aggregate number of shares of Stock available under Section 11 of the Plan shall be made in a manner which does not adversely affect appropriately adjusted by the exemption provided pursuant to Rule 16b-3 under the Exchange ActCommittee, whose determination shall be conclusive. Further, with With respect to Options Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted a loss of deductibility for such Awards under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. With respect to Awards of Stock rights intended to be excluded from the definition of “deferred compensation” under Code Section 409A, such adjustments or substitutions shall be made only to the extent that the adjustments or substitutions are made pursuant to Treas. Reg. § 1.409A-1(b)(5)(v)(D). The Company shall give each Optionee Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
: (a) The the Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
; (b) All all or substantially all of the assets of the Company are acquired by another person;
; or (c) The the reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options Awards and pay to the holders Holders thereof, in cash or stock, or any combination thereofcash, the value of such Options Awards based upon the price per share of Stock received or to be received by other shareholders of the Company in the event. The terms of this Section 13 may be varied by the Committee in any particular Award agreement.
Appears in 1 contract
Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable If (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of shall at any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall time be made involved in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Furthermerger, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) consolidation, dissolution, liquidation, reorganization, exchange of the Codeshares, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes sale of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets or stock of the Company, spin-off of a Subsidiary, business unit or significant portion of its assets or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital stock of the Company are acquired by another person;
(c) The reorganization or liquidation any other event that constitutes a change in stock under the terms of the CompanyShare Plan shall occur, (iii) any extraordinary dividend or other distribution to holders of Common Shares or Class A Units shall be declared and paid other than in the ordinary course, or (iv) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable or proportionate adjustment in the terms of this Award, this Agreement or the 20__ OPP Units to avoid distortion in the value of this Award, then the Committee shall take such action as it deems necessary to maintain the Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the 20__ OPP Units prior to such event, including, without limitation: (A) interpretations of or modifications to any defined term in this Agreement; or
(dB) The Company adjustments in any calculations provided for in this Agreement, and (C) substitution of other awards under the Share Plan or otherwise. If JXX XXXXX shall enter into at any time after the JBGS Distribution Date be involved in a written agreement to undergo an event transaction of the type described in clauses (a), i) through (biv) above and in the good faith judgment of the Committee action is necessary by way of appropriate equitable or (c) aboveproportionate adjustment in the definitions of “Distributed JBGS Common Shares” or “Final Total Return” to avoid distortion in the value of this Award, then the Committee may, in its discretion and upon at least 10 days advance notice shall take such action as it deems necessary to maintain the Gxxxxxx’s rights hereunder so that they are substantially proportionate to the affected personsrights existing under this Award and the terms of the 20__ OPP Units prior to such event, cancel including, without limitation, interpretations of or modifications to any outstanding Options and pay to the holders thereofdefined term in this Agreement, adjustments in cash or stockany calculations provided for in this Agreement, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the eventotherwise.
Appears in 1 contract
Samples: Outperformance Plan Award Agreement (Vornado Realty Lp)
Changes in Capital Structure. Options granted under (a) If the Plan and any Stock Option Agreements, the maximum outstanding Common Shares are increased or decreased or changed into or exchanged for a different number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock shares or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure securities of the Company by reason of any stock split, combination of shares, dividend payable in shares, recapitalization or extraordinary cash dividendsreclassification, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchangesappropriate adjustment shall be made by the Board of Directors in the number and kind of shares as to which the Option, or other relevant changes in capitalization occurring portion thereof then unexercised, shall be exercisable, so that the Optionee's proportionate interest before and after the Date occurrence of Grant the event is maintained. Any such adjustments made by the Board of any such Option or Directors shall be conclusive.
(iib) Subject to the requirements of paragraph 8(a) of this Exhibit A, in the event of any change in applicable laws a merger, consolidation, plan of exchange, acquisition of property, or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party or any change sale, lease, exchange or other transfer (in circumstances which results in one transaction or would result in any substantial dilution a series of related transactions) of all, or enlargement substantially all, of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation assets of the Plan. Any adjustments Company (each, a "Transaction"), the Company shall, in its sole discretion and to the extent possible under Section 11 the structure of the Plan Transaction, select one of the following alternatives for treating the Option:
(i) The Option shall remain in effect in accordance with its terms.
(ii) The Option shall be made converted into an option to purchase stock in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) one or more of the Codecorporations, such adjustments including the Company, that are the surviving or substitutions acquiring corporations in the Transaction. The amount, type of securities subject thereto and exercise price of the converted option shall be made determined by the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation(s) to be held by holders of shares of the Company following the Transaction. Unless otherwise determined by the Company, the converted option shall be vested only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under vesting requirements relating to the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(mOption have been satisfied.
(iii) of the Code. The Company shall give each Optionee notice provide a period of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding 30 days or less before the above, in the event of any completion of the following:
(a) The Company is merged or consolidated with another corporation or entity andTransaction during which the Option may be exercised to the extent then exercisable, in connection therewithand upon the expiration of that period, consideration is received by shareholders any unexercised portion of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;Option shall immediately terminate.
(c) The reorganization or liquidation In the event of the dissolution of the Company; or
(d) The Company , the Option shall enter into a written agreement to undergo an event described be treated in clauses (a), (b) or (caccordance with paragraph 7(b)(iii) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the event.
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (Tektronix Inc)
Changes in Capital Structure. Options granted under If the Plan and any outstanding shares of Common ---------------------------- Stock Option Agreements, of the maximum Company are increased or decreased or changed into or exchanged for a different number of kind of shares of Stock subject to all Options stated in Section 5(a) or other securities of the Plan and the maximum number Company or of shares another corporation by reason of Stock with respect to which any one person may be granted Options during any period stated reorganization, consolidation, plan of exchange, recapitalization, reclassification, stock split, combination of shares, or dividend payable in Section 5(d) of the Plan shares, appropriate adjustment shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined made by the Committee to the end that the Grantee's proportionate interest derived under this Option is maintained as before the occurrence of such event. The Committee may also require that any securities issued in respect of or exchange for shares issued hereunder that are subject to restrictions be equitable (i) subject to similar restrictions. Notwithstanding the foregoing, the Committee shall have no obligation to effect any adjustment that would or might result in the event issuance of changes fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the outstanding Stock or Committee. Any such adjustments made by the Committee shall be conclusive. If any such adjustment provided for in this Paragraph 6 requires the capital structure approval of shareholders of the Company by reason of stock or extraordinary cash dividendsin order to enable the Company to adjust the Option, stock splitsthen no such adjustment shall be made without the required shareholder approval. Notwithstanding the foregoing, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after if the Date of Grant effect of any such adjustment would be to cause this Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended fail to qualify as “performance-based compensation” under an Incentive Stock Option or to cause a modification, extension or renewal of this Option within the meaning of Section 162(m424(h) of the Code, the Company may elect that such adjustments or substitutions shall adjustment not be made only but rather shall use reasonable efforts to effect such other adjustment of this Option as the extent that Company in its sole discretion shall deem equitable and which will not result in any disqualification, modification, extension or renewal (within the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes meaning of Section 162(m424(h) of the Code. The Company shall give each Optionee notice ) of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization or liquidation of the Company; or
(d) The Company shall enter into a written agreement to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the eventthis Option.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Career Education Corp)
Changes in Capital Structure. Options granted under a. If, and whenever, prior to the Plan and any Stock Option Agreementsexpiration of this Option, the maximum Company shall effect a subdivision or consolidation by the Company, the number of shares of Common Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment exercised or substitutionsatisfied under this Option, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and the purchase price per share shall be proportionately increased.
b. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise of this Option, the Optionee shall be entitled to (or entitled to purchase, if applicable) under this Option, in lieu of the number of shares of Common Stock then covered by this Option, the number and class of shares of stock and securities to which the Optionee would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Optionee had been the holder of record of the number of shares of Common Stock then covered by this Option.
c. In the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, exchanges or other relevant changes in capitalization occurring after the Grant Date and not otherwise provided for by Section 8 or this Section 9, the Option shall be subject to adjustment by the Committee at its discretion as to the number and price of Grant shares of any such Common Stock or other consideration subject to the Option.
d. The existence of this Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result shall not affect in any substantial dilution way the right or enlargement power of the rights granted to, Board or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders stockholders of the Company in a form other than stock to make or authorize any adjustment, recapitalization, reorganization or other equity interests change in the Company's capital structure or its business, any merger or consolidation of the surviving entity;
(b) All Company, any issue of debt or substantially all equity securities ahead of or affecting the assets of Common Stock or the Company are acquired by another person;
(c) The reorganization rights thereof, the dissolution or liquidation of the Company; orCompany or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.
(d) The e. Except as hereinbefore expressly provided, the issuance by the Company shall enter of shares of stock of any class or securities convertible into a written agreement shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stocksubscribe therefor, or any combination thereof, the value upon conversion of such Options based upon the price per share shares of Stock received or to be received by other shareholders obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the eventnumber of shares of Common Stock subject to this Option.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Benchmark Electronics Inc)
Changes in Capital Structure. Options granted under If all or any portion of the Plan and Option shall be exercised subsequent to any Stock Option Agreementsstock dividend declared upon the common stock or if the common stock shall thereafter be subdivided, the maximum number consolidated, or changed into other securities of Plains Capital Corporation or a successor Corporation to Plains Capital Corporation, then in each such event, shares of Stock subject common stock which would be delivered pursuant to all Options stated in Section 5(a) the exercise of this Option shall, for purposes of adjusting the Plan number and kind thereof be treated as though outstanding immediately prior to the occurrence of such event and the maximum number of shares of Stock with respect purchase price to which any one person may be granted Options during any period stated in Section 5(d) of the Plan paid thereof shall be subject appropriately adjusted to adjustment or substitutiongive effect thereto, as determined by provided however, that no fractional shares shall be issued upon any such exercise, and the Committee in its sole discretion, as to the number, aggregate price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to paid shall be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant reduced on account of any such Option or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable fractional share not issued. No adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner the minimum number of shares which does may be purchased at any one time, as fixed by paragraph 4 hereof. The grant of this Option shall not adversely affect effect, in any way, the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) right or power of the CodeCorporation to make adjustment, such adjustments re-classifications, reorganizations or substitutions shall be made only changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. In the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes case of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder andmerger, upon noticeconsolidation, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;
(b) All or substantially all of the assets of the Company are acquired by another person;
(c) The reorganization dissolution or liquidation of the Company; or
Corporation, the Corporation may accelerate the expiration date of any Option for any or all of the shares covered hereby (d) The Company shall enter into but still giving Optionees a written agreement reasonably period of time to undergo an event described in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel exercise any outstanding Options and pay prior to the holders thereofaccelerated expiration date) and may in the case of merger, in cash consolidation, dissolution or stockliquidation of the Corporation, or any combination thereofother case in which it feels it is in the Corporation’s best interest, accelerate the value date or dates on which any Option or any part of such Options based upon the price per share of Stock received any Option shall be exercisable for any or to be received by other shareholders all of the Company in the eventshares covered hereby.
Appears in 1 contract
Samples: Employee Incentive Stock Option Agreement (Plains Capital Corp)
Changes in Capital Structure. Options (a) The Option granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan hereunder shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, number and price or kind of a share of Stock or other consideration shares subject to such Options or as otherwise determined by the Committee to be equitable (i) Option in the event of changes in the outstanding shares of Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalizationrecapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Option or (ii) in Date. In the event of any such change in applicable laws or any change in circumstances the outstanding shares of Stock, the aggregate number of Option Shares, which results in or would result in any substantial dilution or enlargement of remain outstanding, and the rights granted toexercise price thereof, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan this Agreement shall be made in a manner which does not adversely affect equitably adjusted by the exemption provided pursuant to Rule 16b-3 under the Exchange Act. FurtherCommittee, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions whose determination shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders of the Company in a form other than stock or other equity interests of the surviving entity;conclusive.
(b) All Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or substantially all securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the assets exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company are acquired convertible into such shares or other securities, shall not affect, and no adjustment by another person;reason thereof shall be made with respect to, the number or exercise price of the shares of Stock then subject to Option granted hereunder.
(c) The reorganization Without limiting the generality of the foregoing, the Option granted hereunder shall not affect in any manner the right or power of the Company to make, authorize, or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the shares of Stock subject to Option; (iv) the dissolution or liquidation of the Company; or
(dv) The Company shall enter into a written agreement to undergo an event described in clauses (a)any sale, (b) transfer or assignment of all or any part of the assets or business of the Company; or (cvi) aboveany other corporate act or proceedings, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash whether of a similar character or stock, or any combination thereof, the value of such Options based upon the price per share of Stock received or to be received by other shareholders of the Company in the eventotherwise.
Appears in 1 contract
Samples: Non Qualified Inducement Stock Option Agreement (Epiq Systems Inc)
Changes in Capital Structure. Options granted under the Plan and any Stock Option Agreements, the maximum number of shares of Stock subject to all Options stated in Section 5(a) of the Plan and the maximum number of shares of Stock with respect to which any one person may be granted Options during any period stated in Section 5(d) of the Plan shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in 9.1. In the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of a stock dividend, stock split, reverse stock split, reorganization, recapitalization, merger, consolidation, liquidation, separation, combination or extraordinary exchange of stock, change in the Company's business structure or sale or transfer of all or any part of the Company's business or assets (referred to as a "Capital Adjustment"), the number of Shares of Common Stock as to which the Option may be exercised shall be adjusted by the Company consistent with such Capital Adjustment. The Exercise Price of the Option, or any outstanding portion thereof, shall be adjusted so that immediately after such Capital Adjustment there will be no change in the aggregate Exercise Price payable upon the exercise of the Option as before such Capital Adjustment. No such adjustment shall be made with respect to (i) stock dividends or stock splits which do not exceed five percent (5%) in any fiscal year, (ii) cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or (iii) the issuance to shareholders of the Company or others of rights to subscribe for additional Shares of Common Stock or other relevant changes in capitalization occurring after the Date of Grant of any such Option or (ii) in securities.
9.2. In the event of any change in applicable laws consolidation or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. Any adjustments under Section 11 of the Plan shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Further, with respect to Options intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing Options granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. The Company shall give each Optionee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the above, in the event of any of the following:
(a) The Company is merged or consolidated with another corporation or entity and, in connection therewith, consideration is received by shareholders merger of the Company in a form other than stock with or other equity interests into another company, or the conveyance of the surviving entity;
(b) All all or substantially all of the assets of the Company are acquired to another company for solely stock and/or securities, each then unexercised Shares subject to the Option shall, upon exercise of the Option, thereafter entitle Optionee to such number of Shares of Common Stock or other securities or property to which a holder of Shares of Common Stock of the Company would have been entitled to upon such consolidation, merger or conveyance. In any such case, appropriate adjustment, as determined by another person;the Board of Directors of the Company (or successor entity), shall be made as set forth in Section 9.1 with respect to any future changes in the capital structure of the Company or its successor entity.
(c) The reorganization 9.3. In the event of the proposed dissolution or liquidation of the Company; , or
(d) The Company shall enter into a written agreement to undergo an event described , except as provided in clauses (a), (b) or (c) above, then the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the holders thereof, in cash or stock, or any combination thereofSection 9.5 below, the value sale of such Options based upon substantially all the price per share of Stock received or to be received by other shareholders assets of the Company for other than stock/and or securities, the Option, to the extent not exercised, shall automatically terminate within the ninety (90) day period set forth in Section 13.3 of the Plan, unless otherwise provided by the Company's Board of Directors.
9.4. Any adjustment in the eventnumber of Shares of Common Stock shall apply proportionately to only the unexercised portion of the Option. If fractions of a Share of Common Stock would result from any such adjustment, the adjustment shall be revised to the next lowest whole number of Shares of Common Stock, so that no fraction of a Share shall be issued.
9.5. If the Option is not terminated pursuant to Section 9.3, above, the Option may, at the discretion of the Board of Directors of the Company and the other corporation, be exchanged for an option to purchase shares of capital stock of another corporation which the Company and/or a subsidiary thereof is merged into, consolidated with, or all or a substantial portion of the property or stock of which is acquired by or separated or reorganized into. The terms, provisions and benefits to Optionee of such substitute option(s) shall in all respects be identical to the terms, provisions and benefits of Optionee under this Option prior to such substitution.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Arcadia Resources, Inc)