Company Stock Options and Related Matters. (a) Each option (collectively, the "Options") granted under the Company's 1992 Stock Incentive Plan (the "1992 Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive Stock Option Plan (the "1982 Plan") and the 1979 Non-Qualified Plan (the "1979 Plan" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plan, the "Stock Option Plans"), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 of the Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at the Effective Time, be canceled and upon the surrender and cancellation of the option agreement representing such Option, the Company shall (x) pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Common Stock provided for in such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (the "Option Consideration"). The Company shall take all actions necessary to ensure that (i) all Options, to the extent not exercised prior to the Effective Time, shall terminate and be canceled as of the Effective Time and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement.
(b) Each Rollover Option which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time shall, at the Effective Time, be automatically converted into an option to acquire 0.2 fully paid and nonassessable shares of Surviving Corporation Common Stock at an exercise price per share equal to (i) five (5) multiplied by (ii) the exercise price per share provided for in the Option for which such Rollover Option is surrendered; provided, however, that such exercise price shall be rounded up to the nearest whole cent. From and after the Effective Time, the Rollover Options shall be governed by the terms of the Stock Option Plans applicable to the Option for which such Rollover Option is surrendered. The adjustments provided herein with respect to any Rollover Options that are "incentive stock options" as defined in Section 422 of the Internal Revenue Code of 1986, as am...
Company Stock Options and Related Matters. (a) At the Effective Time, each option to purchase shares of Company Common Stock (each a "Company Option") issued pursuant to the Company's Flexible Stock Incentive Plan, Director's Nonqualified Stock Option Plan and 1996 Stock Option/Stock Issuance Plan
Company Stock Options and Related Matters. (a) Immediately prior to the Effective Time, each outstanding option (an "Option") to purchase Shares heretofore granted under the Company's Stock ------ Option Plan, Non-Employee Director Stock Option Plan or any other employee or director stock option or compensation plan or arrangement of the Company, excluding the Company's Employee Stock Purchase Plan (the "ESPP") (collectively, ---- the "Plans"), whether or not exercisable, shall be cancelled by the Company and ----- each holder of a cancelled Option shall receive from the Surviving Corporation promptly after the Effective Time, in cancellation and settlement of such Option, a cash payment in an amount equal to the excess of the Per Share Merger Consideration over the per Share exercise price of such Option, if any, multiplied by the number of Shares covered by such Option (the "Option ------ Settlement Amount"), subject to income tax withholding as required by applicable ----------------- law. Prior to the Closing, Company will provide Parent with a listing of Options held by each optionee (including the date of grant, the number of shares issuable upon exercise of the Option, and the Option Settlement Amount to which the Optionee is entitled) certified by an executive officer of Company. The Board of Directors of the Company or an appropriate committee thereof will provide for the full and immediate vesting of any and all options as of the Effective Time. Except as provided in the immediately preceding sentence, the Company shall not grant or amend any Option after the date hereof.
(b) In the event the Closing occurs on or before December 31, 1999, the Board of Directors of Company (the "Board") shall take all actions necessary ----- pursuant to the terms of the ESPP in order to shorten the Purchase Periods (as defined in the ESPP) then in progress such that the Purchase Date (as defined in the ESPP) shall occur immediately prior to the Effective Time. The Board will not permit any Purchase Period to commence after December 31, 1999 and will not permit any individuals not listed in Section 2.3 of the Company Disclosure Letter to participate in the current Purchase Period and will not permit any of the participating individuals listed in Section 2.3 of the Company Disclosure Letter to increase their level of participation for the Current Purchase Period.
Company Stock Options and Related Matters. Immediately prior to the Effective Time, and except as may be set forth on Schedule 1.7 of the Company's Disclosure Letter or otherwise consented to by the Purchaser, each outstanding, unexercised option, warrant or other right to purchase the Company's Common Stock (an "Option"), including but not limited to Options to purchase Shares heretofore granted under the Company's 1996 Stock Incentive Plan, as amended (the "Company Stock Option Plan"), whether or not exercisable, shall either have been surrendered by the holders, or shall by its terms terminate and be cancelled by the Company and each holder of a cancelled Option shall be paid from the Surviving Corporation as of the Effective Time, in cancellation and settlement of such Option, a cash payment in an amount equal the product of (a) the excess, if any, of (x) the Merger Consideration over (y) the per Share exercise price of such Option, times (b) the number of Eligible Shares (as defined below) subject to such Option. Such cash payment shall be net of any required withholding taxes. The term "Eligible Shares" shall mean the aggregate number of Shares that shall then be subject to purchase under any option which shall be vested and exercisable as of the Effective Time. The Company's obligation to make any such cash payment (1) shall be subject to the obtaining of any necessary consents of optionees to the cancellation of such Options, in form and substance satisfactory to Purchaser, and (2) shall not require any action which violates the Company Stock Option Plan.
Company Stock Options and Related Matters. (a) Each option (collectively, the "Options") granted under the Company's 1989 Stock Option Plan (the "1989 Plan"), 1995 Stock Option Plan (the "1995 Plan") and Long-Term Incentive Stock Option Plan (the A-5
(b) Except as may be otherwise agreed to by Parent or Acquisition Sub and the Company, the Stock Option Plans and the Company's 1995 Employee Stock Purchase Plan (the "Purchase Plan") shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its Subsidiaries shall be deleted as of the Effective Time and no holder of Options or any participant in any Stock Option Plan or the Purchase Plan or any other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof. In connection with the foregoing, the parties hereby agree that participants in the Purchase Plan will not be entitled to purchase any shares under the Purchase Plan for the period or periods beginning on or after October 1, 1998 and ending on or before the Effective Time and, after the Effective Time, any amounts which have been withheld from participants under the Purchase Plan will be returned without interest thereto to such participants.
Company Stock Options and Related Matters. As promptly as practicable after the Effective Date, each holder of a then outstanding employee or director stock option (an "Option") to purchase Shares heretofore granted under any Employee Plan (as defined in Section 4.15), other than any Options that are held by any director of Company or any officer (as that term is defined in Rule 16a-1(f) promulgated by the Commission) of Company and that were granted (or deemed granted) at any time on or after the date that is six months prior to the Effective Date (the "Recent Insider Options"), will be entitled (whether or not such Option is then exercisable) to receive in consideration of cancellation of such Option (and any outstanding stock appreciation right related thereto) a cash payment from Company in an amount equal to the difference between the Merger Consideration and the per Share exercise price of such Option, multiplied by the number of Shares covered by such Option. The Recent Insider Options shall remain outstanding in accordance with their terms and shall not be affected in any way by the consummation of the Merger.
Company Stock Options and Related Matters. The Company shall cause the holders of at least 81.6% of the outstanding options to purchase Company Common Stock ("Options") as of the date hereof to execute a Stock Option Exercise and Termination Agreement in the form attached hereto as Exhibit 2.
Company Stock Options and Related Matters. (a) Immediately prior to the Effective Time, each outstanding option (an "Option") to purchase Shares heretofore granted under the 1994 Stock Plan or any other employee or director stock option or compensation plan or arrangement of the Company, excluding the ESPP (collectively, the "Plans"), whether or not exercisable, shall be cancelled by the Company and each holder of a cancelled Option shall receive from the Surviving Corporation promptly after the Effective Time, in cancellation and settlement of such Option, a cash payment in an amount equal to the excess of the Per Share Merger Consideration over the per Share exercise price of such Option, if any, multiplied by the number of Shares covered by such Option (the "Option Settlement Amount"), subject to income tax withholding as required by applicable law. Prior to the Closing, Company will provide Parent with a listing of Options held by each optionee (including the date of grant, the number of shares issuable upon exercise of the Option, and the Option Settlement Amount to which the Optionee is entitled) certified by an executive officer of Company. In the event that any holder of an Option does not agree to a cash settlement of such holder's Options as provided above, the Company will permit such
Company Stock Options and Related Matters. Prior to the consummation of the Offer, the Board of Directors of the Company shall cause each option issued under the Company's Employee Stock Option Plan, the Non-Employee Director Stock Option Plan and options issued to employees not under either of such plans (collectively, the "COMPANY OPTIONS"), to become exercisable immediately prior to the Effective Date, subject to the consummation of the Merger. Prior to the consummation of the Offer, the Company shall offer (the "OPTION OFFER") to pay, subject to consummation of the Merger, each holder of a Company Option an amount equal to (x) the aggregate Merger Consideration into which the shares of Common Stock issuable upon exercise of such Company Option would have been converted if such option had been exercised immediately prior to the Effective Date, reduced by (y)
(I) the aggregate exercise price for the shares of Common Stock then issuable upon exercise of such Company Option, (II) the amount of any withholding taxes which may be required thereon and (III) the amount of all outstanding loans from the Company to such holder, in return for the cancellation of such Company Option. The Option Offer shall be accepted, if at all, irrevocably by the holders of the Company Options prior to the consummation of the Offer. The Option Offer shall provide that the holder of the Company Option shall agree not to exercise the Company Option after accepting the Option Offer.
Company Stock Options and Related Matters. (a) Each option (collectively, the "Company Options") granted under --------------- the Company's Amended and Restated 1998 Stock Option and Incentive Plan (the