Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events. (a) In the event that the Administrator determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Administrator’s discretion, affects the Common Stock such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Award, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Common Stock (or other securities or property) with respect to which Awards may be granted (including, but not limited to, adjustments of the limitation in Section 2.1 on the maximum number and kind of shares which may be issued); and (ii) the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards. (b) In the event of any transaction or event described in Section 5.3(a) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations, or accounting principles, the Administrator, in its discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events, or to give effect to such changes in laws, regulations or principles: (i) To provide for either the purchase of any such Award or shares of Common Stock issued thereunder for an amount of cash equal to the amount that could have been attained upon the realization of the Holder’s rights had such Award been fully vested or the replacement of such Award with other rights or property selected by the Administrator in its discretion; (ii) To provide that some or all shares of Restricted Stock may cease to be subject to repurchase under Section 3.5, or such other restrictions as may be imposed under Section 3.4, after such event; and to provide that the vesting of some or all of the shares covered by a Restricted Stock Unit may be accelerated prior to such event; (iii) To provide that the Award cannot vest after such event; (iv) To provide that the Company’s repurchase rights may be assigned to the successor or survivor corporation, or a parent or subsidiary thereof, or otherwise continued in effect; (v) To provide that such Award shall be substituted for by similar awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; and (vi) To make adjustments in the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards, or Awards which may be granted in the future. (c) The Administrator may, in its discretion, include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company. (d) The existence of the Plan, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
Appears in 3 contracts
Samples: Restricted Stock and Restricted Stock Unit Plan (Blackhawk Network Holdings, Inc), Restricted Stock and Restricted Stock Unit Plan (Blackhawk Network Holdings, Inc), Restricted Stock and Restricted Stock Unit Plan (Blackhawk Network Holdings, Inc)
Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events. (a) In the event that the Administrator determines that of any dividend stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (whether in the form other than normal cash dividends) of cash, Common Stock, other securitiesCompany assets to stockholders, or any other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of change affecting the assets shares of the Company, ’s stock or exchange of Common Stock or other securities the share price of the Company’s stock other than an Equity Restructuring, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Administrator’s discretion, affects the Common Stock such that an adjustment is determined by the Administrator may make equitable adjustments, if any, to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or reflect such change with respect to an Award, then the Administrator shall, in such manner as it may deem equitable, adjust any or all ofto:
(i) the aggregate number and kind of shares of Common Stock (or other securities or property) with respect to which Awards Shares that may be granted issued under the Plan (including, but not limited to, adjustments of the limitation limitations in Section 2.1 3.1 on the maximum number and kind of shares Shares which may be issuedissued under the Plan, and adjustments of the Award Limit); and
(ii) the number and kind of shares of Common Stock Shares (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); (iv) the grant or exercise price per share for any outstanding Awards under the Plan; and (v) the number and kind of Shares (or other securities or property) for which automatic grants are subsequently to be made to new and continuing Non-Employee Directors pursuant to Section 4.6.
(b) In the event of any transaction or event described in Section 5.3(a12.2(a) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate Subsidiary of the Company, or the financial statements of the Company or any affiliateSubsidiary, or of changes in applicable laws, regulations, Applicable Law or accounting principlesApplicable Accounting Standards, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder’s requestevent, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events, events or to give effect to such changes in laws, regulations Applicable Law or principlesApplicable Accounting Standards:
(i) To provide for either the purchase termination of any such Award or shares of Common Stock issued thereunder in exchange for an amount of cash and/or other property with a value equal to the amount that could would have been attained upon the exercise of such Award or realization of the Holder’s rights had such Award (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 12.2 the Administrator determines in good faith that no amount would have been fully vested or attained upon the replacement exercise of such Award with other rights or property selected realization of the Holder’s rights, then such Award may be terminated by the Administrator in its discretionCompany without payment);
(ii) To provide that some or all shares of Restricted Stock may cease to such Award be subject to repurchase under Section 3.5, or such other restrictions as may be imposed under Section 3.4, after such event; and to provide that the vesting of some or all of the shares covered assumed by a Restricted Stock Unit may be accelerated prior to such event;
(iii) To provide that the Award cannot vest after such event;
(iv) To provide that the Company’s repurchase rights may be assigned to the successor or survivor corporation, or a parent or subsidiary thereof, or otherwise continued in effect;
(v) To provide that such Award shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; andapplicable exercise or purchase price, in all cases, as determined by the Administrator;
(viiii) To make adjustments in the number and kind type of shares Shares of Common Stock the Company’s stock (or other securities or property) subject to outstanding Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future;
(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Program or Award Agreement;
(v) To replace such Award with other rights or property selected by the Administrator; and/or
(vi) To provide that the Award cannot vest, be exercised or become payable after such event.
(c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 12.2(a) and 12.2(b):
(i) The number and type of securities subject to each outstanding Award and the exercise price or xxxxx xxxxx thereof, if applicable, shall be equitably adjusted (and the adjustments provided under this Section 12.2(c)(i) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company); and/or
(ii) The Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of Shares that may be issued under the Plan (including, but not limited to, adjustments of the limitation in Section 3.1 on the maximum number and kind of Shares which may be issued under the Plan, and adjustments of the Award Limit).
(d) Notwithstanding any other provision of the Plan, in the event of a Change in Control, the parties thereto may cause such Awards to be continued in effect or be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event an Award continues in effect or is assumed or an equivalent Award substituted, and the surviving or successor company terminates Holder’s employment or service without “cause” (as such term is defined in the sole discretion of the Administrator, or as set forth in the Award Agreement relating to such Award) upon or within twelve (12) months following the Change in Control, then such Holder shall be fully vested in such continued, assumed or substituted Award.
(e) In the event that the successor corporation in a Change in Control refuses to assume, continue or substitute for an Award, any or all of such Award shall become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Award to lapse; provided that the portion of such Award subject to performance-based vesting shall be subject to the terms and conditions of the applicable Award Agreement and, in the absence of applicable terms and conditions, the Administrator’s discretion. If any such Award is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator shall notify the Holder that such Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and such Award shall terminate upon the expiration of such period.
(f) For the purposes of this Section 12.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per-share consideration received by holders of Common Stock in the Change in Control.
(g) The Administrator, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the CompanyCompany that are not inconsistent with the provisions of the Plan.
(dh) Unless otherwise determined by the Administrator, no adjustment or action described in this Section 12.2 or in any other provision of the Plan shall be authorized to the extent it would (i) cause the Plan to violate Section 422(b)(1) of the Code, (ii) result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act, or (iii) cause an Award to fail to be exempt from or comply with Section 409A.
(i) The existence of the Plan, the any Program, any Award Agreement and and/or the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
(j) In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price of the Common Stock including any Equity Restructuring, for reasons of administrative convenience, the Company, in its sole discretion, may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction.
Appears in 1 contract
Samples: Merger Agreement (Conyers Park II Acquisition Corp.)
Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.
(a) In the event that the Administrator determines that of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassificationstock dividend, stock split, reverse stock splitsubdivision, reorganizationcombination or exchange of shares, merger, consolidation, split-updistribution (other than normal cash dividends) of Company assets to stockholders, spin-offreclassification, combination, repurchase, liquidation, dissolutionrecapitalization, or sale, transfer, exchange or any other disposition of all or substantially all of change affecting the assets Shares of the Company, ’s stock or exchange of Common Stock or other securities the share price of the Company’s stock, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Administrator’s discretion, affects the Common Stock such that an adjustment is determined by the Administrator shall make equitable adjustments, if any, to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or reflect such change with respect to an Award, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of
(i) the aggregate number and kind of shares of Common Stock (or other securities or property) with respect to which Awards Shares that may be granted issued under the Plan (including, but not limited to, adjustments of the limitation limitations in Section 2.1 3.1 on the maximum number and kind of shares Shares which may be issuedissued under the Plan); and
(ii) the number and kind of shares of Common Stock Shares (or other securities or property) subject to outstanding Awards.; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (iv) the grant or exercise price per share for any outstanding Awards under the Plan.
(b) In the event of any transaction or event described in Section 5.3(a12.2(a) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate Subsidiary of the Company, or the financial statements of the Company or any affiliateSubsidiary, or of changes in applicable laws, regulations, Applicable Law or accounting principles, including, without limitation, a Change in Control, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events, events or to give effect to such changes in laws, regulations or principles::
(i) To provide for either the purchase (A) termination of any such Award or shares of Common Stock issued thereunder in exchange for an amount of cash cash, if any, equal to the amount that could would have been attained upon the exercise of such Award or realization of the Holder’s rights had (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 12.2 the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award been fully vested or realization of the Holder’s rights, then such Award may be terminated by the Company without payment) or (B) the replacement of such Award with other rights or property selected by the Administrator in its discretion;sole discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully vested;
(ii) To provide that some or all shares of Restricted Stock may cease to such Award be subject to repurchase under Section 3.5, or such other restrictions as may be imposed under Section 3.4, after such event; and to provide that the vesting of some or all of the shares covered assumed by a Restricted Stock Unit may be accelerated prior to such event;
(iii) To provide that the Award cannot vest after such event;
(iv) To provide that the Company’s repurchase rights may be assigned to the successor or survivor corporation, or a parent or subsidiary thereof, or otherwise continued in effect;
(v) To provide that such Award shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; and
(viiii) To make adjustments in the number and kind type of shares Shares of Common Stock the Company’s stock (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Restricted Stock and/or in the terms and conditions of (including the grant or exercise 25 price), and the criteria included in, outstanding Awards and Awards which may be granted in the future.;
(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and
(v) To provide that the Award cannot vest, be exercised or become payable after such event.
(c) In the event that the successor corporation in a Change in Control fails for any reason to assume or substitute for an Award upon the Change in Control, such Award shall become fully vested and, if applicable, exercisable and all forfeiture restrictions on such Award shall lapse as of immediately prior to the consummation of such Change in Control. If an Award is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Administrator shall notify the Holder that the Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and the Award shall terminate upon the expiration of such period.
(d) The Administrator may, in its sole discretion, include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company.Company that are not inconsistent with the provisions of the Plan.
(de) No adjustment or action described in this Section 12.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Administrator determines that the Award is not to comply with such exemptive conditions.
(f) The existence of the Plan, the any Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise..
(g) No action shall be taken under this Section 12.2 which shall cause an Award to fail to comply with Section 409A of the Code or the Treasury Regulations thereunder, to the extent applicable to such Award.
(h) In the event of any pending stock dividend, stock split, subdivision, combination or exchange of shares, merger, consolidation, distribution (other than normal cash dividends) of Company assets to stockholders, reclassification, recapitalization or any other change affecting the Shares or the share price of the Common Stock, for reasons of administrative convenience, the Company in its sole discretion may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction.
Appears in 1 contract
