CONVERSION OF OUTSTANDING STOCK OPTIONS Sample Clauses
The "Conversion of Outstanding Stock Options" clause defines how existing stock options held by employees, directors, or other stakeholders will be treated in the event of a significant corporate transaction, such as a merger or acquisition. Typically, this clause outlines whether outstanding options will be assumed, substituted, cashed out, or accelerated, and specifies the terms under which these actions occur. Its core practical function is to provide clarity and predictability for both the company and option holders, ensuring that all parties understand how their equity interests will be handled during major corporate changes.
CONVERSION OF OUTSTANDING STOCK OPTIONS. Any ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb stock options granted to you prior to the Effective Date (including, but not limited to, the options awarded to you on January 3, 2000 pursuant to a 50% reduction in target cash bonus under the ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company Performance Incentive Plan ("PIP")) that are outstanding on the date of the Spin-Off, will be converted into new ▇▇▇▇▇▇ stock options. The number of shares and the exercise price of your new ▇▇▇▇▇▇ options will be determined by the ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Board of Directors based upon a conversion ratio that will be used for all ▇▇▇▇▇▇ employees and that preserves any gains earned through the date of conversion. Your new ▇▇▇▇▇▇ options will be vested in the same proportion that your ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb options were vested and the nonvested portion of your new ▇▇▇▇▇▇ options will vest from the original grant date of your ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb options according to the vesting schedule in such ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb options. Certain of your ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb options were subject to a price appreciation threshold of 30% for a period of eight years following grant. Your new ▇▇▇▇▇▇ options will also be subject to a 30% price appreciation threshold that will be based upon the adjusted exercise price of your ▇▇▇▇▇▇ options and future share price appreciation of ▇▇▇▇▇▇ shares subject to the requirement that the price appreciation threshold be met for 15 consecutive trading days. Any ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb stock options granted to you after the date of this letter agreement that are converted into new ▇▇▇▇▇▇ stock options will reflect any applicable conditions to exercisability such as vesting requirements or price appreciation thresholds. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ February 21, 2001 Page 3
CONVERSION OF OUTSTANDING STOCK OPTIONS. Any ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb stock options granted to you prior to the Effective Date (including, but not limited to, the options awarded to you on January 3, 2000 pursuant to a 50% reduction in target cash bonus under the ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company Performance Incentive Plan ("PIP")) that are outstanding on the date of the Spin-Off, will be converted into new Zimmer stock options. The number of shares and the exercise price of your new Zimmer options will be determined by the ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Board of Directors based upon a conversion ratio that will be used for all Zimmer employees and that preserves any gains earned through the date of conversion. Your new Zimmer options will be vested in the same proportion that your ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb options were vested and the nonvested portion of your new Zimmer options will vest from the original grant date of your ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb options according to the vesting schedule in such ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb options. Certain of your ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb options were subject to a price appreciation threshold of 30% for a period of eight years following grant. Your new ▇▇▇▇▇▇ options will also be subject to a 30% price appreciation threshold that will be based upon the adjusted exercise price of your ▇▇▇▇▇▇ options and future share price appreciation of Zimmer shares subject to the requirement that the price appreciation threshold be met for 15 consecutive trading days. Any ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb stock options granted to you after the date of this letter agreement that are converted into new Zimmer stock options will reflect any applicable conditions to exercisability such as vesting requirements or price appreciation thresholds. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇, Ph.D. February 21, 2001 Page 3 4. LONG-TERM PERFORMANCE AWARDS.
A. 1999-2001 ▇▇▇▇▇▇▇-▇▇▇▇▇ SQUIBB LONG-TERM PERFORMANCE AWARD. Your participation in the 1999-2001 ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Long-Term Performance Award ("1999-2001 LTP") cycle will terminate as of the Effective Date. In lieu of such participation or any payment under the 1999-2001 LTP, you will receive a cash payment equal to a full term award (i.e., based on 36 months of deemed participation) that you would have received pursuant to the terms of the 1999-2001 LTP award cycle had you worked for ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb for the entire award period. Payment to you will be based upon ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb's actual performance during the 36-month award cycle (which will be the same for other participants who continue to...