Company Stock Option Plan. (i) Subject to paragraph (iii) below, immediately prior to the Effective Time, each outstanding option to acquire Company Common Shares, whether or not vested or exercisable ("Company Options") granted under The Elder-Beerman Stores Corp. Equity and Performance Incentive Xxxx, as amended and restated as of September 21, 2000 (the "Company Option Plan"), shall be cancelled by the Company. In consideration of such cancellation, the holder thereof shall be entitled to receive from the Company at the Effective Time an amount in respect thereof equal to the product of (A) the excess, if any, of the Transaction Consideration per share over the per share exercise price thereof and (B) the number of Company Common Shares subject thereto (the "Option Amount") (such payment to be net of applicable withholding taxes). Prior to the Effective Time, the Company shall deposit in a bank account an amount of cash equal to the Option Amount for each Company Option then outstanding (subject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the Effective Time to the holders of such Company Options in accordance with this Section 3.01(e). From and after the Effective Time, other than as expressly set forth in this Section 3.01(e), no holder of an Option shall have any other rights in respect thereof other than to receive payment, if any, for his or her Options as set forth in this Section 3.01(e).
(ii) Subject to paragraph (iii) below, immediately prior to the Effective Time, each outstanding Deferred Share (as such term is defined in the Company Option Plan), whether or not subject to deferral limitations under the Company Option Plan, granted under the Company Option Plan shall be cancelled by the Company. In consideration of such cancellation, the holder thereof shall be entitled to receive from the Company at the Effective Time an amount in respect thereof equal to the Transaction Consideration (such payment to be net of applicable withholding taxes). Prior to the Effective Time, the Company shall deposit in a bank account an amount of cash equal to the Transaction Consideration for each Deferred Share then outstanding (subject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the Effective Time to the holders of such Deferred Shares in accordance with this Section 3.01(e). From and after the Effective Time, other than as expressly set forth in this S...
Company Stock Option Plan. The Executive shall be entitled to participate in the Company's Stock Option Plan.
Company Stock Option Plan. Executive shall be entitled to participate in the GPS Industries, Inc. Stock Option Plan (the “Plan”). Any grant (including the terms thereof) shall be at the sole discretion of the Board of Directors or Committee administering the Plan.
Company Stock Option Plan. Parent and the Company shall take all actions necessary to provide that, at the Effective Time, each outstanding option to purchase shares of Company Common Stock granted under the Company's 1994 Non-Qualified Stock Option and Stock Grant Plan (the "Option Plan") shall be cancelled and the Company shall use its reasonable best efforts to obtain any necessary consents from the holders of such options.
Company Stock Option Plan. Section 1.10(a)........................ 6
Company Stock Option Plan. (a) Company agrees to adopt, approve and authorize, subject to shareholder approval, no later than 10 days prior to the Closing Date, the 2001 Company Option Plan, the terms and conditions of which shall be subject to prior written approval of Buyer. Company agrees to authorize for issuance under the 2001 Company Option Plan a number of options approved by Buyer in its reasonable discretion. No options or other rights shall be granted by Company under the 2001 Company Option Plan without the prior written approval of Buyer, except for options granted by Company as replacements for options outstanding under the Company Option Plan. Buyer shall assume Company's current Company Option Plan or terminate the Company Option Plan and replace existing options with options under the 2001 Company Option Plan.
(b) The options of certain holders listed on SCHEDULE 4.6(b) (i.e. the non-continuing directors) shall become fully vested upon the consummation of the Merger and be included under the 2001 Company Option Plan; provided, that each such holder has executed and delivered to Buyer as of the Closing Buyer's standard form of stock option agreement, except that such option agreement shall provide that such options shall (i) not be exercisable during the first 120 days after the Closing and (ii)
Company Stock Option Plan. 7 Purchaser............................1
Company Stock Option Plan. At the Effective Time, all options to purchase Company Common Stock ("Company Options") then outstanding under the Company's 1997 Long Term Incentive Plan (the "Company Stock Option Plan") or otherwise granted to employees of the Company prior to the adoption of the Company Stock Option Plan shall be assumed by Parent in accordance with Section 5.10.
Company Stock Option Plan. The Board of Directors of the Company has awarded the Employee non-qualified stock options to purchase Thirty-Five Thousand (35,000) shares of the Company Common Stock under the Company's Employees' Stock option Plan (the "Employees' Plan"). If the employment of the Employee terminates under circumstances entitling him to a Severance Payment (as defined in paragraph 9.), he shall thereupon be entitled to exercise any an all options granted to him under the Employees' Plan to the extent permitted pursuant to the terms and conditions of the Employees' Plan.
Company Stock Option Plan. The Board of Directors of the Company has awarded and may from time to time in the future award to the Employee non-qualified stock options to purchase shares of the Company's Common Stock. If the employment of the Employee terminates under circumstances entitling him to a Severance Payment (as defined in Paragraph 9.), he shall thereupon be entitled to exercise any and all options granted to him, to the extent permitted pursuant to the terms and conditions of the Company's Stock Option Plan.
