Company Stock Option Plans. (a) Parent and the Company shall take all actions necessary to provide that each outstanding option granted under the Director Option Plan (as defined in Section 3.01(c)) to purchase shares of Company Common Stock (the “Director Stock Options”), whether or not then exercisable, shall be canceled as of the Effective Time and the holder thereof shall be entitled to receive an amount in cash payable at the time of cancellation of such Director Stock Option equal to the product of: (A) the excess, if any, of (x) the Merger Consideration over (y) the per share exercise price of such Director Stock Option; multiplied by (B) the number of shares of Company Common Stock subject to such Director Stock Option. Such cash payment shall be subject to any required tax withholding.
(b) In accordance with the provisions of Section 11(b) of the Stock Option Plan (as defined in Section 3.01(c)), the Company shall take all actions necessary to provide that each holder of an option granted under the Stock Option Plan to purchase shares of Company Common Stock (the “Employee Stock Options” and, together with the Director Stock Options, the “Company Stock Options”) that is outstanding immediately prior to the Effective Time shall, except as set forth in Section 2.04(c), be tendered, as of the Effective Time, an option (each, a “New Stock Option”) to acquire, pursuant to the New Stock Option Plan (as defined in Section 2.05(a)), a number of shares of common stock of the Surviving Corporation (“Surviving Corporation Common Stock”) equal to (A) the number of shares of Company Common Stock issuable upon exercise of such Employee Stock Option multiplied by (B) a fraction, the numerator of which shall be (x) the number of shares of Surviving Corporation Common Stock outstanding immediately after the Effective Time and the denominator of which shall be (y) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. The per share exercise price of each New Stock Option shall be calculated by adjusting the exercise price of the Employee Stock Option to reflect (A) the difference in the capitalization of the Company and the Surviving Corporation and (B) the Merger Consideration, such that any difference between the exercise price of the Employee Stock Option and the Merger Consideration shall be preserved for the benefit of the holder of such option.
(c) Holders of Employee Stock Options that are, as of the date of this Agreement, or will be on or be...
Company Stock Option Plans. Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Option Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 2.10 in respect of all outstanding Options and thereafter the Board of Directors of the Company (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.
Company Stock Option Plans. The Company shall have taken all action required to be taken by it to implement the provisions of Section 5.5.
Company Stock Option Plans. 11 Section 2.05
Company Stock Option Plans. At the Effective Time, the Company's 1999 Stock Option Plan for Non-Employee Directors, Amended and Restated 1996 Stock Option Plan, as amended (including all prior versions thereof), and 1999 Omnibus Stock Incentive Plan (collectively, the "Company Stock Option Plans") and all options to purchase Company Common Stock then outstanding under the Company Stock Option Plans shall be assumed by Parent in accordance with Section 5.9.
Company Stock Option Plans. During the Employment Period, the Executive shall be entitled to participate in all stock option plans, practices, policies and programs applicable generally to other peer executives of the Company and the affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and the affiliated companies for the Executive under such stock option plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and the affiliated companies. The basis for the valuation for such stock option awards for Executive shall be the highest applicable percent of salary within the last three fiscal years prior to the Effective Date, based upon Executives job classification, with the target award value divided by a value per share developed through a modified Black-Scholes pricing model to determine the number of option shares to be awarded, such approach being consistent with that described in a notice of annual meeting of shareholders of the Company within the last three full fiscal years prior to the Effective Date, which yields the highest value of stock option awards.
Company Stock Option Plans. 3.2(a) Company Stock Options................................................... 3.2(a) Confidentiality Agreements.............................................. 5.3(b) Constituent Corporations................................................
Company Stock Option Plans. (Section 1.5).....................................3 Company Stockholders Approval (Section 2.1(b))...............................6 DGCL (Section 1.1(a))........................................................1
Company Stock Option Plans. At the Effective Time, Company's -------------------------- 1994 Stock Option Plan, 1997 Stock Option Plan and 1998 Stock Incentive Plan, as amended (collectively, the "Company Stock Option Plans"), and all options to purchase Company Common Stock then outstanding under the Company Stock Option Plans or pursuant to option agreements listed on Schedule 1.6(c) attached hereto --------------- (collectively, "Company Options") shall be assumed by Parent in accordance with Section 5.13.
Company Stock Option Plans. Company Stock Option Plans" shall mean the Company 1992 Stock Option Plan, the Company 1993 Stock Option Plan, the Company 1994 Stock Option Plan, the Company 1995 Stock Option Plan, the Company 1996 Incentive and Nonqualified Stock Option Plan, the Company 1997 Director Stock Option Plan and all stock option agreements evidencing option grants under each of the foregoing stock option plans.
