Common use of Company Stock Options and Restricted Shares Clause in Contracts

Company Stock Options and Restricted Shares. (a) As soon as practicable following the date of this Agreement, the Company shall take all requisite action, including amending or interpreting any Company Equity Plan or award agreement thereunder and obtaining consents, if necessary, from holders of options to purchase shares of Company Common Stock that have been granted under any of the Company Equity Plans (each, a “Company Stock Option”) so that immediately prior to the Effective Time all Company Stock Options shall vest and become exercisable and, as of the Effective Time, each Company Stock Option with an exercise price per share of Company Common Stock that is less than the Merger Consideration (an “In-The-Money Option”), by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Stock Option, shall be canceled and converted into the right to receive from the Surviving Corporation (and Parent shall cause the Surviving Corporation to pay and shall, to the extent necessary, provide the Surviving Corporation with sufficient funds to pay), as soon as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to (i) the Option Merger Consideration multiplied by (ii) the aggregate number of shares of Company Common Stock in respect of which the applicable Company Stock Option was exercisable immediately prior to the Effective Time. “Option Merger Consideration” means the excess, if any, of the Merger Consideration over the per share exercise price of the applicable Company Stock Option. Following the Effective Time, no In-The-Money Option shall remain outstanding, and each holder thereof shall cease to have any rights with respect thereto, except the right to receive the Option Merger Consideration pursuant to this Section 2.3(a). If the exercise price per share of any Company Stock Option is equal to or greater than the Merger Consideration, then, from and after the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Stock Option, such Company Stock Option shall (i) be adjusted so that the holder of such Company Stock Option shall have the right to receive, upon exercise of such Company Stock Option, solely an amount in cash equal to the Merger Consideration multiplied by the aggregate number of shares of Company Common Stock in respect of which the applicable Company Stock Option is exercised, and (ii) expire, terminate and have no further force and effect upon the date that is the later of the Effective Time and the expiration of the 30-day period immediately following the date of the Company Stockholders Meeting at which the Requisite Company Vote is obtained, to the extent then otherwise outstanding and unexercised.

Company Stock Options and Restricted Shares. (a) As soon as practicable following the date of this Agreement, the Company shall take all requisite action, including amending or interpreting any Company Equity Plan or award agreement thereunder and obtaining consentsCompany’s board of directors (or, if necessaryappropriate, from holders any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of options each outstanding option to purchase acquire shares of Company Common Stock that have been granted under any of the Company Equity Plans (each, a “Company Stock Option”) so ), whether vested or unvested, as necessary to provide that each Company Stock Option outstanding immediately prior to the Effective Time all Company Stock Options shall vest be canceled and the holder thereof shall then become exercisable andentitled to receive, in full satisfaction of the rights of such holder with respect thereto, as of soon as practicable following the Effective Time, each Company Stock Option with an exercise price per share of Company Common Stock that is less than the Merger Consideration (an “Ina single lump-The-Money Option”), by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Stock Option, shall be canceled and converted into the right to receive from the Surviving Corporation (and Parent shall cause the Surviving Corporation to pay and shall, sum cash payment equal to the extent necessary, provide the Surviving Corporation with sufficient funds to pay), as soon as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to product of (iA) the Option Merger Consideration multiplied by (ii) the aggregate number of shares of Company Common Stock in respect of for which the applicable such Company Stock Option was exercisable immediately prior to the Effective Time. “Option Merger Consideration” means shall not theretofore have been exercised and (B) the excess, if any, of the Merger Consideration over the per share exercise price of the applicable Company Stock Option. Following the Effective Time, no In-The-Money Option shall remain outstanding, and each holder thereof shall cease to have any rights with respect thereto, except the right to receive the Option Merger Consideration pursuant to this Section 2.3(a). If the exercise price per share of such Company Stock Option; provided, however, if the exercise price of any Company Stock Option is equal to or greater than exceeds the Merger Consideration, then, from and after the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Stock Option, then such Company Stock Option shall be cancelled without payment of any consideration therefor and shall be of no further force and effect; (iii) be adjusted so that adjust the holder terms of such Company Stock Option shall have the right to receive, upon exercise of such Company Stock Option, solely an amount in cash equal to the Merger Consideration multiplied by the aggregate number of all outstanding shares of Company Common Stock that are outstanding as of immediately prior to the Effective Time but are subject to vesting or other forfeiture restrictions or are subject to a right of repurchase by the Company at a fixed purchase price (shares so subject, “Company Restricted Shares”) to provide that, as of the Effective Time, each Company Restricted Share outstanding immediately prior to the Effective Time shall immediately vest and the restrictions associated therewith shall automatically be deemed waived at the Effective Time; and (iii) make such other changes to the Company Stock Plans as the Company and Parent may agree are appropriate to give effect to the Merger and to terminate, as of the Effective Time, the Company Stock Plans and the provisions in any other plan, program or arrangement providing for the issuance or grant by the Company or any of its subsidiaries of any interest in respect of which the applicable capital stock of the Company Stock Option is exercised, and (ii) expire, terminate and have no further force and effect upon the date or any of its subsidiaries so that is the later of following the Effective Time and no holder of Company Stock Options or any participant in the expiration Company Stock Plans or any other such plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the 30-day period immediately Company, the Surviving Corporation or any subsidiary thereof. (b) All amounts payable pursuant to Section 2.08 shall be subject to any required withholding taxes and shall be paid without interest promptly following the date of the Company Stockholders Meeting at which the Requisite Company Vote is obtained, to the extent then otherwise outstanding and unexercisedEffective Time.

Company Stock Options and Restricted Shares. (a) Section 3.11(a) of the Company Disclosure Letter sets forth all of the equity compensation plans relating to the issued or unissued capital stock or other securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue or sell any shares of their capital stock or other securities (collectively, the “Company Equity Plans”). The Company has made available to Parent correct and complete copies of all Company Equity Plans and all forms of award agreements issued under those Company Equity Plans. (b) As soon as practicable following of the date of this Agreement, the Company shall take all requisite action, including amending or interpreting any Company Equity Plan or award agreement thereunder and obtaining consents, if necessary, from holders Stock Options to acquire an aggregate of options to purchase 1,866,339 shares of Company Common Stock that and 175,537 Restricted Shares have been granted under the Company Equity Plans. Other than the awards referred to in the preceding sentence, there are no options, warrants, stock appreciation rights, restricted stock units, phantom stock awards, performance-based equity rights or other equity-based awards granted under any Company Equity Plan. (c) The Company has the authority to cancel all of the Company Equity Plans (each, a “Company Stock Option”) so that immediately prior to the Effective Time all Company Stock Options shall vest in the manner contemplated by Section 2.3. (d) Section 3.11(c) of the Company Disclosure Letter sets forth a correct and become exercisable andcomplete list of the following information, except for immaterial omissions or errors that do not increase the aggregate Option Merger Consideration by more than $100,000, as of the Effective Timedate of this Agreement, with respect to each Company Stock Option with an exercise price per share of Company Common Stock that is less than the Merger Consideration (an “In-The-Money Option”), by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Stock Option, shall be canceled and converted into the right to receive from the Surviving Corporation (and Parent shall cause the Surviving Corporation to pay and shall, to the extent necessary, provide the Surviving Corporation with sufficient funds to pay), as soon as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to : (i) the Option Merger Consideration multiplied by name of the holder; (ii) the aggregate exercise price; (iii) the number of shares of Company Common Stock in subject to that option; (iv) the Company Equity Plan under which that option was granted; and (v) the dates on which that option was granted, will vest and will expire. (e) Section 3.11(d) of the Company Disclosure Letter sets forth a correct and complete list of the following information, except for immaterial omissions or errors that do not increase the aggregate Merger Consideration payable by Parent by more than $100,000, as of the date of this Agreement, with respect to each award of which Restricted Shares: (i) the applicable Company Stock Option was exercisable immediately prior name of the grantee; (ii) the number of Restricted Shares subject to the Effective Time. “Option Merger Consideration” means award; (iii) the excess, if any, Company Equity Plan under which such Restricted Shares were granted; and (iv) the dates on which such Restricted Shares were granted and will vest. (f) Section 3.11(f) of the Merger Consideration over the per share exercise price Company Disclosure Letter sets forth each form of the applicable Company Stock Option. Following the Effective Time, no In-The-Money Option shall remain outstanding, and each holder thereof shall cease to have any rights with respect thereto, except the right to receive the Option Merger Consideration award agreement pursuant to this Section 2.3(a). If the exercise price per share of which any Company Stock Option is equal to or greater than the Merger Consideration, then, from Options and after the Effective Time, by virtue any awards of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Stock Option, such Company Stock Option shall (i) be adjusted so that the holder of such Company Stock Option shall have the right to receive, upon exercise of such Company Stock Option, solely an amount in cash equal to the Merger Consideration multiplied by the aggregate number of shares of Company Common Stock in respect of which the applicable Company Stock Option is exercised, and (ii) expire, terminate and have no further force and effect upon the date that is the later of the Effective Time and the expiration of the 30-day period immediately following the date of the Company Stockholders Meeting at which the Requisite Company Vote is obtained, to the extent then otherwise outstanding and unexercisedRestricted Shares were granted.

Company Stock Options and Restricted Shares. (a) As soon Subject to Section 3.7(d), the Company shall terminate each outstanding Company Option, effective as practicable following of the Effective Date and in accordance with the provisions of Section 4.2(d) of the Company's 1998 Stock Incentive Plan ("1998 PLAN"), whether or not such Company Option was granted under the 1998 Plan, by delivering notice of termination to each holder at least thirty (30) days prior to the Effective Date, in which case during the period from the date on which such notice of this Agreementtermination is delivered to the Effective Date, each such holder shall have the right to exercise in full all of his or her Company Options. (b) Subject to Section 3.7(d), the Company shall amend each Company Option to provide that to the extent that each Company Option is not exercised prior to the Effective Time, the Surviving Company shall purchase each Company Option, whether vested or unvested, at the Effective Time, and the per share purchase price shall be in the form of a lump sum cash amount equal to the excess, if any, of (i) the Common Merger Consideration over (ii) the exercise price per Company Share subject to such purchased Company Option. Such purchase price will be paid promptly after the Effective Time. (c) Notwithstanding any other provision in this Section 3.7, to the extent applicable (as clarified in the following sentence), at the Effective Time, the Surviving Company shall purchase Company Options issued under the 1998 Plan for a lump sum cash amount equal to (i) the product of the Change in Control Price multiplied by the number of Company Shares subject the such Company Option less (ii) the aggregate exercise price for such Company Option. The Company only may purchase Company Options under this Section 3.7(c) to the extent that such Company Option issued under the 1998 Plan, or a separate written agreement approved by the Company's Board of Directors that (i) defines the term "Change in Control," and (ii) provides that the Merger constitutes a "Change in Control" (as such term is defined in the subject Company Option or separate written agreement). Such purchase price will be paid promptly after the Effective Time. (d) Prior to the Effective Time, the Company shall use its commercially reasonable efforts to (i) obtain all necessary consents, without payment therefor, from the holders of Company Options and (ii) take such other actions (including, without limitation, terminating or amending the terms of any Company Option or Company Option Plan and any such other stock option or compensation plans or arrangements applicable to Company Options), necessary to give effect to the transactions contemplated by Sections 3.7(a)-(c), inclusive. (e) The Company shall take all requisite action, including amending or interpreting any Company Equity Plan or award agreement thereunder and obtaining consents, if necessary, from holders of options to purchase shares of Company Common Stock that have been granted under any of the Company Equity Plans (each, a “Company Stock Option”) action so that immediately prior to the Effective Time all Company Stock Options shall vest and become exercisable andthat, as of the Effective Time, each the Company's 1998 Employee Stock Purchase Plan (the "COMPANY PURCHASE PLAN") and the Company Stock Option with an exercise price per share of Plans shall be terminated. The Parent shall receive from the Company Common Stock evidence that is less than the Merger Consideration (an “In-The-Money Option”), by virtue Company Purchase Plan and the Company Option Plans have been terminated pursuant to a resolution of the Merger Company's Board of Directors (the form and without any action on substance of such resolution shall be subject to review and approval of the part of Parent, Merger Subwhich approval shall not be unreasonably withheld). The rights of participants in the Company Purchase Plan with respect to any offering period then underway under the Company Purchase Plan, which commences prior to the Effective Time, shall be determined by treating the last Business Day prior to the Effective Time as the last day of such offering period and by making such other pro-rata adjustments as may be necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed offering period for all purchases under the Company Purchase Plan. Prior to the Effective Time, the Company or shall take all actions (including, if appropriate, amending the holder terms of such the Company Stock OptionPurchase Plan and the terms of any offering period commencing prior to the Effective Time) that are necessary to give effect to the transactions contemplated by this Section 3.7(e). (f) At the Effective Time, each outstanding restricted stock award for Company Shares ("RESTRICTED STOCK AWARD") shall be canceled and converted into the right to receive from in consideration of such cancellation, the Surviving Corporation (and Parent shall cause the Surviving Corporation pay to pay and shall, to the extent necessary, provide the Surviving Corporation with sufficient funds to pay)each holder of a canceled Restricted Stock Award, as soon as reasonably practicable after following the Effective Time, an amount in cash, without interest, equal per Company Share subject to (i) the Option Merger Consideration multiplied by (ii) the aggregate number of shares of Company Common such canceled Restricted Stock in respect of which the applicable Company Stock Option was exercisable immediately prior to the Effective Time. “Option Merger Consideration” means the excess, if any, of the Merger Consideration over the per share exercise price of the applicable Company Stock Option. Following the Effective Time, no In-The-Money Option shall remain outstanding, and each holder thereof shall cease to have any rights with respect thereto, except the right to receive the Option Merger Consideration pursuant to this Section 2.3(a). If the exercise price per share of any Company Stock Option is equal to or greater than the Merger Consideration, then, from and after the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Stock Option, such Company Stock Option shall (i) be adjusted so that the holder of such Company Stock Option shall have the right to receive, upon exercise of such Company Stock Option, solely an amount in cash Award equal to the Common Merger Consideration multiplied by the aggregate number of shares of Company Common Stock in respect of which the applicable Company Stock Option is exercised, and (ii) expire, terminate and have no further force and effect upon the date that is the later of the Effective Time and the expiration of the 30-day period immediately following the date of the Company Stockholders Meeting at which the Requisite Company Vote is obtained, to the extent then otherwise outstanding and unexercisedConsideration.