Common use of Company Stock Options and Related Matters Clause in Contracts

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.

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 Company Stock Option Plan Plans (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"as hereinafter defined), which is outstanding (whether or not then currently exercisable) as of immediately prior to the Effective Time date on which Acquisition Sub accepts for payment Shares pursuant to the Offer (the "Acceptance Date") 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 on the Effective TimeAcceptance Date, be canceled and upon the surrender and cancellation of the option agreement representing such Optionin exchange therefor, the Company Parent shall (x) pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Common Stock Shares provided for in such Option and (ii) the excess, if any, of the Merger Consideration Offer Price over the exercise price per share 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 (tax. Notwithstanding the "foregoing, if the exercise price per Share provided for in any Option Consideration")exceeds the Offer Price, no cash shall be paid with regard to such Option to the holder of such Option. The Company shall take all actions necessary to ensure that (i) all Options, to the extent not exercised prior to the Effective TimeAcceptance Date, shall terminate and be canceled as of the Effective Time Acceptance Date and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement, and (iii) as of the Acceptance Date, the Company Stock Option Plans and all Options issued thereunder shall terminate.

Company Stock Options and Related Matters. (a) Each option (collectively, the "OptionsOPTIONS") granted under the Company's 1992 Stock Incentive Plan (the "1992 PlanPLAN"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 PlanPLAN"), the 1982 Incentive Stock Option Plan (the "1982 PlanPLAN") and the 1979 Non-Qualified Plan (the "1979 PlanPLAN" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plan, the "Stock Option PlansSTOCK 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 ConsiderationOPTION 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.not