Company Equity Awards and Warrants. (a) All stock options (the “Company Stock Options”) and restricted stock units (“Company RSUs” and, collectively, with Company Stock Options, “Company Equity Awards”) outstanding, whether or not exercisable and whether or not vested, at the Effective Time granted under the Company’s 1993 and 1998 Employee Share Option and Restricted Share Plans, the Company’s Directors Option Plan, the Company’s 2002 Plan, the Company’s 2002 Employee Stock Purchase Plan and the Dxxx X. Xxxxxxxx Employment Inducement Equity Plan (collectively, the “Company Stock Plans”) and under agreements with consultants shall vest in full thirty (30) days prior to the Effective Time, and the holders shall have the right (subject to applicable limits in the Company Stock Plans) to exercise the Company Stock Options until immediately prior to the Effective Time; provided that, these events shall be conditioned upon the consummation of the Merger. At the Effective Time, all of the Company Equity Awards shall, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, be terminated, and Parent shall have assumed the Company Stock Plans as of the Effective Time by virtue of this Agreement and without any further action by Parent. From and after the Effective Time, all references to the Company in the Company Stock Plans shall be deemed to refer to Parent. To the extent that the holder of a Company Equity Award is eligible to receive awards of stock options or restricted stock units for Parent Common Stock under the terms of the assumed Company Stock Plans, the holder shall receive an option or restricted stock unit for shares of Parent Common Stock, in such numbers of shares of Parent Common Stock, and with such vesting terms and exercise prices as Parent shall determine (each, a “New Equity Award”). Parent shall promptly file a Form S-8 or a post-effective amendment to the Company’s Forms S-8s to register all shares underlying New Equity Awards.
Company Equity Awards and Warrants
