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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jason Inc), Agreement and Plan of Merger (Jason Inc), Agreement and Plan of Merger (Calendar Acquisition Corp)
