Common use of Company Stock Options; Plans Clause in Contracts

Company Stock Options; Plans. (a) Except as set forth in this Section 2.03 and except to the extent that Merger Sub and the holder of any option otherwise agree, the Surviving Corporation shall promptly after the Effective Time pay to each holder of an outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant to the Company's 1987 Nonqualified Stock Option Plan dated April 16, 1987, as amended and restated January 30, 1989 (the "Company Stock Option Plan"), in settlement of each such Company Stock Option, whether or not exercisable or vested, an amount of cash in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of each such Company Stock Option, and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its settlement (the "Option Consideration") (such payment to be net of applicable withholding taxes). Upon receipt of the Option Consideration, the Company Stock Option shall be canceled. The surrender of a Company Stock Option to the Company in exchange for the Option Consideration shall be deemed a release of all rights the holder had or may have had in respect of that Company Stock Option. (b) Prior to the Effective Time, the Company shall use its commercially reasonable best efforts to obtain any consents from holders of the Company Stock Options and make any amendments to the terms of the Company Stock Option Plans or arrangements that are necessary to give effect to the transactions contemplated by Section 2.01(d) and this Section 2.03. (c) Except as may otherwise be agreed by Merger Sub and the Company, the Company Stock Option Plan shall terminate as of the Effective Time, and no holder of Company Stock Options or any participant in the Company Stock Option Plan shall have any rights thereunder, including any rights to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, other than to receive Option Consideration payable pursuant to Section 2.03(a). (d) Except as may otherwise be agreed by Merger Sub and the Company, all other plans, programs or arrangements 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 terminate as of the Effective Time, and no participant in any such plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.

Company Stock Options; Plans. (a) Except as set forth in this Section 2.03 and except to the extent that Merger Sub Parent and the holder Company shall, effective as of any option otherwise agree, the Surviving Corporation shall promptly after the Effective Time pay to Time, (i) cause each holder of an outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant to the Company's 1987 Nonqualified 1993 Executive and Directors' Stock Option Plan dated April 16, 1987, as amended and restated January 30, 1989 (the "Company Stock Option Plan"), in settlement of each such Company Stock Option, whether or not exercisable or vested, to become fully exercisable and vested, (ii) cause each Company Stock Option that is outstanding to be canceled, and (iii) in consideration of such cancellation and, except to the extent that Parent or Sub and the holder of any such Company Stock Option otherwise agree, cause the Company (or, at Parent's option, Sub) to pay such holders of Company Stock Options an amount of cash in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of each such Company Stock Option, and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its settlement (the "Option Consideration") cancellation (such payment to be net of applicable withholding taxes). Upon receipt of the Option Consideration, the Company Stock Option shall be canceled. The surrender of a Company Stock Option to the Company in exchange for the Option Consideration shall be deemed a release of all rights the holder had or may have had in respect of that Company Stock Option. (b) Prior to the Effective Time, the Company shall use its commercially reasonable best efforts to obtain any consents from holders of the Company Stock Options and make any amendments to the terms of the Company Stock Option Plans or arrangements that are necessary to give effect to the transactions contemplated by Section 2.01(d) and this Section 2.03. (c) Except as may otherwise be agreed by Merger Parent or Sub and the Company, the Company Stock Option Plan shall terminate as of the Effective Time, and no holder of Company Stock Options or any participant in the Company Stock Option Plan shall have any rights thereunder, including any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, other than to receive Option Consideration payable pursuant to Section 2.03(a). (dc) Except as may otherwise be agreed by Merger Parent or Sub and the Company, all other plans, programs or arrangements providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries the Subsidiaries shall terminate as of the Effective Time, and no participant in any such plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.

Company Stock Options; Plans. (a) Except as set forth in this Section 2.03 and except to the extent that Merger Sub Parent and the holder Company shall, effective as of any option otherwise agree, the Surviving Corporation shall promptly after the Effective Time pay to Time, (i) cause each holder of an outstanding option to purchase Company Common Stock (a "Company Stock OptionCOMPANY STOCK OPTION") issued pursuant to the Company's 1987 Nonqualified Second Amended and Restated Stock Option Plan dated April 16, 1987, as amended and restated January 30, 1989 (the "Company Stock Option PlanCOMPANY STOCK OPTION PLAN"), in settlement of each such Company Stock Option, whether or not exercisable or vested, to become fully exercisable and vested, (ii) cause each Company Stock Option that is outstanding to be canceled and (iii) in consideration of such cancellation and, except to the extent that Parent or Sub and the holder of any such Company Stock Option otherwise agree, cause the Company (or, at Parent's option, Sub) to pay such holders of Company Stock Options an amount of cash in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration Offer price over the exercise price of each such Company Stock Option, Option and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its settlement (the "Option Consideration") cancellation (such payment to be net of applicable withholding taxes). Upon receipt of the Option Consideration, the Company Stock Option shall be canceled. The surrender of a Company Stock Option to the Company in exchange for the Option Consideration shall be deemed a release of all rights the holder had or may have had in respect of that Company Stock Option. (b) Prior to the Effective Time, the Company shall use its commercially reasonable best efforts to obtain any consents from holders of the Company Stock Options and make any amendments to the terms of the Company Stock Option Plans or arrangements that are necessary to give effect to the transactions contemplated by Section 2.01(d) and this Section 2.03. (c) Except as may otherwise be agreed by Merger Parent or Sub and the Company, the Company Stock Option Plan shall terminate as of the Effective Time, and no holder of Company Stock Options or any participant in the Company Stock Option Plan shall have any rights thereunder, including any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, other than to receive Option Consideration payable pursuant to Section 2.03(a). (dc) Except as may otherwise be agreed by Merger Parent or Sub and the Company, all other plans, programs or arrangements 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 terminate as of the Effective Time, and no participant in any such plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.

Company Stock Options; Plans. (a) Except On or as set forth in soon as practicable following the date of this Section 2.03 Agreement, the Board of Directors (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions (if any) as may be required to cause each holder of an option to purchase shares of Company Common Stock (each a “Company Stock Option”) granted under any Company plan, arrangement or agreement (collectively, the “Company Stock Option Plans”) and except outstanding immediately prior to the extent that Merger Sub and the holder of any option otherwise agreeEffective Time, the Surviving Corporation shall whether vested or unvested, to become entitled to receive as promptly as practicable after the Effective Time pay to each holder of an outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant to the Company's 1987 Nonqualified Stock Option Plan dated April 16, 1987, as amended and restated January 30, 1989 (the "Company Stock Option Plan"), in settlement of each such Company Stock Option, whether or not exercisable or vested, an amount of in cash in respect thereof equal to the product of (xi) the excess, if any, of (x) the per share Merger Consideration (as may be adjusted pursuant to Section 2.4 below) over (y) the applicable exercise price per share of each Company Common Stock subject to such Company Stock Option, and multiplied by (yii) the number of shares of Company Common Stock subject to the such Company Stock Option immediately prior to its settlement (the "Option Consideration") (and for which such payment to be net of applicable withholding taxes). Upon receipt of the Option Consideration, the Company Stock Option shall be canceled. The surrender not theretofore have been exercised), except in the case of a Company Stock Option held by Xxxxx X. Xxxxxxx-Xxxxxxx or the estate of Xxxxxx X. Xxxxxxx (the “Rollover Stock Options”), which shall be converted in accordance with Section 2.2(c) below. The Surviving Corporation shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to this Section 2.2(a) to any holder of Company Stock Options such amounts as the Surviving Corporation is required to deduct and withhold with respect to the Company in exchange for making of such payment under the Option Consideration Code (as defined herein), or any provision of state, local or foreign tax law. To the extent that amounts are so deducted and withheld by the Surviving Corporation, such withheld amounts shall be deemed a release treated for all purposes of all rights this Agreement as having been paid to the holder had or may have had of the Company Stock Options in respect of that Company Stock Optionwhich such deduction and withholding was made by the Surviving Corporation. (b) Prior to The Company’s Worldwide Key Executive Phantom Share Long Term Incentive Plan (the “Phantom Share Plan”), and all outstanding phantom shares granted thereunder (the “Phantom Shares”), shall be amended in the manner set forth in Appendix I hereto, effective as of the Effective Time. (c) At the Effective Time, the Company shall use its commercially reasonable best efforts to obtain any consents from holders of the Company Rollover Stock Options and make any amendments shall be converted into options to acquire an equivalent amount of shares of Surviving Corporation Common Stock pursuant to the terms of a conversion agreement to be entered into by, and in a form acceptable to, the Company Stock Option Plans or arrangements that are necessary to give effect to Purchaser, the transactions contemplated by Section 2.01(d) Company, Xxxxx X. Xxxxxxx-Xxxxxxx and this Section 2.03the estate of Xxxxxx X. Xxxxxxx. (cd) Except as The Company’s plans, other than the Retirement and Savings Plan, under which employees, officers and/or others may otherwise be agreed by Merger Sub and purchase shares of the Company’s capital stock, including without limitation, the Company Company’s 1987 Employees’ Stock Option Purchase Plan (the “Employee Stock Purchase Plan”), shall be terminated and/or suspended at or prior to the Effective Time. The Company’s Retirement and Savings Plan shall terminate as of be amended or modified at or prior to the Effective Time so that following the Effective Time, and no holder of Company Stock Options or any participant in the Company Stock Option Plan therein shall have any continuing rights thereunder, including any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof. The Company shall ensure that (i) as of the date of this Agreement, other than all payroll deductions under the Company’s Employee Stock Purchase Plan (if any) shall cease; and (ii) no offering periods or payroll deductions shall be initiated, and no shares of Company Common Stock shall be issued, under the Company’s Employee Stock Purchase Plan after the date of this Agreement, except, in each case, for payroll deductions with respect to receive Option Consideration payable purchases of shares arranged during offering periods completed prior to the date of this Agreement. (e) Prior to the Effective Time, the Company shall take action (in accordance with that certain no-action letter, dated January 12, 1999, issued by the Securities and Exchange Commission (the “SEC”) to Skadden, Arps, Slate, Xxxxxxx & Xxxx) designed to provide that the treatment of Company Stock Options pursuant to this Section 2.03(a2.2, will qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (df) Except as otherwise provided herein or as may otherwise be agreed by Merger Sub the Purchaser and the Company, all other plans, programs or arrangements 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 terminate as of the Effective Time, and no participant in any such plans, programs or arrangements shall have any continuing rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.

Company Stock Options; Plans. (a) Except as set forth in this Section 2.03 and except to the extent that Merger Sub Purchaser and the holder Company shall, effective as of any option otherwise agree, the Surviving Corporation shall promptly after the Effective Time pay to Time, (i) cause each holder of an outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant to the Company's 1987 Nonqualified 1994 Stock Option Plan dated April 16, 1987Plan, as amended Amended and restated Restated Effective January 3023, 1989 1997 (the "Company Stock Option Plan"), in settlement of each such Company Stock Option, whether or not exercisable or vested, to become fully exercisable and vested, (ii) cause each Company Stock Option that is outstanding to be canceled, and (iii) in consideration of such cancellation and, except to the extent that Purchaser and the holder of any such Company Stock Option otherwise agree, cause the Company (or, at Purchaser's option, Purchaser) to pay such holders of Company Stock Options an amount of cash in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of each such Company Stock Option, and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its settlement (the "Option Consideration") cancellation (such payment to be net of applicable withholding taxes). Upon receipt of the Option Consideration, the Company Stock Option shall be canceled. The surrender of a Company Stock Option to the Company in exchange for the Option Consideration shall be deemed a release of all rights the holder had or may have had in respect of that Company Stock Option. (b) Prior to the Effective Time, the Company shall use its commercially reasonable best efforts to obtain any consents from holders of the Company Stock Options and make any amendments to the terms of the Company Stock Option Plans or arrangements that are necessary to give effect to the transactions contemplated by Section 2.01(d) and this Section 2.03. (c) Except as may otherwise be agreed by Merger Sub Purchaser and the Company, the Company Stock Option Plan shall terminate as of the Effective Time, and no holder of Company Stock Options or any participant in the Company Stock Option Plan shall have any rights thereunder, including any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, other than to receive Option Consideration payable pursuant to Section 2.03(a). (dc) Except as may otherwise be agreed by Merger Sub Purchaser and the Company, all other plans, programs or arrangements 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 terminate as of the Effective Time, and no participant in any such plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.

Company Stock Options; Plans. (a) Except as set forth in this Section 2.03 and except to the extent that Merger Sub and the holder of any option otherwise agree, the Surviving Corporation shall promptly after the Effective Time pay to each holder of an outstanding option to purchase Company Common Stock (a "Company Stock OptionCOMPANY STOCK OPTION") issued pursuant to the Company's 1987 Nonqualified Amended and Restated 1992 Stock Option Plan dated April 16or the Company's 1992 Director's Stock Option Plan (collectively, 1987, as amended and restated January 30, 1989 (the "Company Stock Option PlanCOMPANY STOCK OPTION PLANS"), in settlement of each such Company Stock Option, whether or not exercisable or vested, an amount of cash in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of each such Company Stock Option, and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its settlement (the "Option ConsiderationOPTION CONSIDERATION") (such payment to be net of applicable withholding taxes). Upon receipt of the Option Consideration, the Company Stock Option shall be canceled. The surrender of a Company Stock Option to the Company in exchange for the Option Consideration shall be deemed a release of all rights the holder had or may have had in respect of that Company Stock Option. (b) Prior to the Effective Time, the Company shall use its commercially reasonable best efforts to obtain any consents from holders of the Company Stock Options and make any amendments to the terms of the Company Stock Option Plans or arrangements that are necessary to give effect to the transactions contemplated by Section 2.01(d2.01(e) and this Section 2.03. (c) Except as may otherwise be agreed by Merger Sub and the Company, the Company Stock Option Plan Plans shall terminate as of the Effective Time, and no holder of Company Stock Options or any participant in the Company Stock Option Plan Plans shall have any rights thereunder, including any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, other than to receive Option Consideration payable pursuant to Section 2.03(a). (d) Except as may otherwise be agreed by Merger Sub and the Company, all other plans, programs or arrangements 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 terminate as of the Effective Time, and no participant in any such plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.or

Company Stock Options; Plans. (a) Except as set forth in this Section 2.03 and except to the extent that Merger Sub Parent and the holder Company shall, effective as of any option otherwise agree, the Surviving Corporation shall promptly after the Effective Time pay to Time, (i) cause each holder of an outstanding option to purchase Company Common Stock (a "Company Stock OptionCOMPANY STOCK OPTION") issued pursuant to the Company's 1987 Nonqualified 1993 Executive and Directors' Stock Option Plan dated April 16, 1987, as amended and restated January 30, 1989 (the "Company Stock Option PlanCOMPANY STOCK OPTION PLAN"), in settlement of each such Company Stock Option, whether or not exercisable or vested, to become fully exercisable and vested, (ii) cause each Company Stock Option that is outstanding to be canceled, and (iii) in consideration of such cancellation and, except to the extent that Parent or Sub and the holder of any such Company Stock Option otherwise agree, cause the Company (or, at Parent's option, Sub) to pay such holders of Company Stock Options an amount of cash in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of each such Company Stock Option, and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its settlement (the "Option Consideration") cancellation (such payment to be net of applicable withholding taxes). Upon receipt of the Option Consideration, the Company Stock Option shall be canceled. The surrender of a Company Stock Option to the Company in exchange for the Option Consideration shall be deemed a release of all rights the holder had or may have had in respect of that Company Stock Option. (b) Prior to the Effective Time, the Company shall use its commercially reasonable best efforts to obtain any consents from holders of the Company Stock Options and make any amendments to the terms of the Company Stock Option Plans or arrangements that are necessary to give effect to the transactions contemplated by Section 2.01(d) and this Section 2.03. (c) Except as may otherwise be agreed by Merger Parent or Sub and the Company, the Company Stock Option Plan shall terminate as of the Effective Time, and no holder of Company Stock Options or any participant in the Company Stock Option Plan shall have any rights thereunder, including any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, other than to receive Option Consideration payable pursuant to Section 2.03(a). (dc) Except as may otherwise be agreed by Merger Parent or Sub and the Company, all other plans, programs or arrangements providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries the Subsidiaries shall terminate as of the Effective Time, and no participant in any such plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.

Company Stock Options; Plans. (a) Except as set forth in this Section 2.03 and except to the extent that Merger Sub Purchaser and the holder Company shall, effective as of any option otherwise agree, the Surviving Corporation shall promptly after the Effective Time pay to Time, (i) cause each holder of an outstanding option to purchase Company Common Stock (a "Company Stock OptionCOMPANY STOCK OPTION") issued pursuant to the Company's 1987 Nonqualified 1994 Stock Option Plan dated April 16, 1987Plan, as amended Amended and restated Restated Effective January 3023, 1989 1997 (the "Company Stock Option PlanCOMPANY STOCK OPTION PLAN"), in settlement of each such Company Stock Option, whether or not exercisable or vested, to become fully exercisable and vested, (ii) cause each Company Stock Option that is outstanding to be canceled, and (iii) in consideration of such cancellation and, except to the extent that Purchaser and the holder of any such Company Stock Option otherwise agree, cause the Company (or, at Purchaser's option, Purchaser) to pay such holders of Company Stock Options an amount of cash in respect thereof equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of each such Company Stock Option, and (y) the number of shares of Company Common Stock subject to the Company Stock Option immediately prior to its settlement (the "Option Consideration") cancellation (such payment to be net of applicable withholding taxes). Upon receipt of the Option Consideration, the Company Stock Option shall be canceled. The surrender of a Company Stock Option to the Company in exchange for the Option Consideration shall be deemed a release of all rights the holder had or may have had in respect of that Company Stock Option. (b) Prior to the Effective Time, the Company shall use its commercially reasonable best efforts to obtain any consents from holders of the Company Stock Options and make any amendments to the terms of the Company Stock Option Plans or arrangements that are necessary to give effect to the transactions contemplated by Section 2.01(d) and this Section 2.03. (c) Except as may otherwise be agreed by Merger Sub Purchaser and the Company, the Company Stock Option Plan shall terminate as of the Effective Time, and no holder of Company Stock Options or any participant in the Company Stock Option Plan shall have any rights thereunder, including any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof, other than to receive Option Consideration payable pursuant to Section 2.03(a). (dc) Except as may otherwise be agreed by Merger Sub Purchaser and the Company, all other plans, programs or arrangements 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 terminate as of the Effective Time, and no participant in any such plans, programs or arrangements shall have any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof.