Common use of Company Option Plan Clause in Contracts

Company Option Plan. The Board of Directors of the Company will adopt resolutions at Closing such that the number of Shares reserved for issue under the Company Option Plan will equal fifteen (15%) of the Common Shares of the Company outstanding immediately following the Closing Date (inclusive of the existing options under the Company Option Plan). Options awarded henceforth will be subject to the following conditions: (i) the exercise price will be equal to or greater than the market price of the Common Shares on the date of grant or, in cases where the grant is effective only with shareholder approval, if the Board of Directors so specifies, on the date of such approval, (ii) at least thirty percent (30%) of the unawarded options as of the Closing will be awarded following promotions, in appreciation of extraordinary performance or to new hires, (iii) vesting will be performance based with milestones (which shall be longer term in nature) determined by the Compensation Committee and the Board of Directors of the Company (and, on a case by case basis, vesting of a particular grant may include continued employment or engagement, subject to the Investor’s prior written approval in respect of any such grant), (iv) the Options shall not be transferable, except for transfers for estate planning purposes and transfers by will or intestacy following the death of the optionee, (v) the allocation of the Company Option Plan and terms of the grants thereunder shall be reasonably acceptable to the Investor and (vi) subject to the foregoing clauses (i) through (v), the Options shall otherwise be consistent with the terms of the Company Option Plan and the Company’s compensation policy. The Board of Directors of the Company (and, where required, the Compensation Committee) will administer the Company Option Plan in accordance with the terms of this Section 8.13. The foregoing shall not apply to those grants already committed to by the Company as set forth on Schedule 8.13.

Company Option Plan. The Board of Directors Parent and the Company shall take all actions necessary so that, as soon as practicable following closing of the Offer (and in any event, by April 30, 1999), (A) each outstanding option to purchase Common Shares (an "Option") granted under the American Safety Razor Company will adopt resolutions at Closing Stock Option Plan (the "Option Plan"), whether or not then exercisable or vested, shall become fully exercisable and vested, (B) each Option which is then outstanding shall be canceled and (C) in consideration of such cancellation, and except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree, as soon as practicable following closing of the Offer (and in any event by April 30, 1999), the Company shall pay to such holders of Options an amount in respect thereof equal to the product of (1) the excess of the Share Offer Price over the exercise price thereof and (2) the number of Common Shares reserved for issue subject thereto (such payment to be net of taxes required by law to be withheld with respect thereto). The Company will, prior to the payments to the Optionholders pursuant to this Section 2.09, provide to the Purchaser a schedule setting forth each Option, Optionholder and such taxes, if any, required to be withheld with regard to any particular Options. Subject to the foregoing, the Company shall use its reasonable best efforts to take all such action as is necessary prior to the Effective Time to terminate the Option Plan so that on and after the Effective Time no current or former employee or director shall have any Option to purchase shares of common stock or any other equity interest in the Company under the Company Option Plan will equal fifteen (15%) of Plan. Subject to the Common Shares of foregoing, the Company outstanding immediately following the Closing Date (inclusive of the existing options under shall use its reasonable best efforts to obtain any consents as may be necessary to release the Company Option Plan). Options awarded henceforth will be subject to the following conditions: (i) the exercise price will be equal to or greater than the market price of the Common Shares on the date of grant or, in cases where the grant is effective only with shareholder approval, if the Board of Directors so specifies, on the date of such approval, (ii) at least thirty percent (30%) of the unawarded options as of the Closing will be awarded following promotions, in appreciation of extraordinary performance or to new hires, (iii) vesting will be performance based with milestones (which shall be longer term in nature) determined by the Compensation Committee and the Board of Directors of the Company (and, on a case by case basis, vesting of a particular grant may include continued employment or engagement, subject to the Investor’s prior written approval from any liability in respect of any such grant)Options." 5. This Amendment Agreement may be executed in one or more counterparts, (iv) all of which shall be considered one and the Options same Agreement and shall not be transferable, except for transfers for estate planning purposes and transfers become effective when one or more counterparts have been signed by will or intestacy following the death each of the optionee, (v) parties and delivered to the allocation of the Company Option Plan and terms of the grants thereunder other parties. 6. This Amendment Agreement shall be reasonably acceptable to the Investor governed by and (vi) subject to the foregoing clauses (i) through (v), the Options shall otherwise be consistent with the terms of the Company Option Plan and the Company’s compensation policy. The Board of Directors of the Company (and, where required, the Compensation Committee) will administer the Company Option Plan construed in accordance with the terms laws of this Section 8.13. The foregoing shall not apply the State of Delaware without regard to those grants already committed to by the Company as set forth on Schedule 8.13conflicts of law principles thereof.