CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK Sample Clauses

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant to purchase Mountain Common Stock (either, a “Mountain Option”) outstanding at the Effective Time shall be converted into and become rights with respect to GB&T Common Stock and GB&T shall assume each such option in accordance with the terms of the stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain Option assumed by GB&T may be exercised solely for GB&T Common Stock, (ii) the number of shares of GB&T Common Stock subject to each Mountain Option shall be equal to the number of shares of Mountain Common Stock subject to each such Mountain Option immediately prior to the Effective Time, multiplied by 1.273 (the “Option Exchange Ratio”) and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain Options shall be determined by dividing the per share exercise price of the Mountain Common Stock subject to each such Mountain Option by the Option Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption of Mountain Options shall be undertaken in a manner that will not constitute a “modification” as defined in Section 424 of the Internal Revenue Code as to any Mountain Option which is an incentive stock option as defined in Section 422 of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised. (b) At all times after the Effective Time, GB&T shall reserve for issuance such number of GB&T Common Stock as shall be necessary to permit the exercise of Mountain Options in the manner contemplated by this Agreement. At or prior to, or at the elec...
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CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, all rights, which are outstanding at the Effective Time, with respect to First United Common Stock pursuant to stock options or stock appreciation rights ("First United Options") granted by First United under the First United Stock Plans whether or not exercisable, shall be converted into and become rights with respect to Regions Common Stock, and Regions shall assume each First United Option, in accordance with the terms of the First United Stock Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each First United Option assumed by Regions may be exercised solely for shares of Regions Common Stock (or cash in the case of stock appreciation rights), (ii) the number of shares of Regions Common Stock subject to such First United Option shall be equal to the number of shares of First United Common Stock subject to such First United Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share exercise price under each such First United Option shall be adjusted by dividing the per share exercise price under each such First United Option by the Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Internal Revenue Code, as to any stock option which is an "incentive stock option." First United agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.6. (b) All restrictions or limitations on transfer with respect to First United Common Stock awarded under the First United Stock Plans or any other plan, program, or arrangement of any First United Company, to the extent that such restrictions or limitations shall not have already lapsed, and except as otherwise expressly provided in such plan, program, or arrangement, shall remain in full force and effect with respect to shares of Regions Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement.
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CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. At the Effective Time, (i) each option or other Equity Right to purchase or receive shares of Company Common Stock pursuant to stock options, stock appreciation rights, restricted stock awards or performance share awards granted by the Company under the Company Stock Plans and outstanding at the Effective Time, whether or not then exercisable or vested (collectively, the "Company Options"), shall become fully exercisable and vested, (ii) each such Company Option shall be canceled and (iii) in consideration of such cancellation, Parent shall pay to each such holder of Company Options an amount in cash equal to the product of (1) the difference (if positive) between the Per Share Purchase Price and the price, if any, per share of Company Common Stock pursuant to which the holder of such Company Option may purchase the shares of Company Common Stock to which such Company Option relates (and less any withholding of Taxes as may be required by applicable Law) and (2) the number of shares of Company Common Stock subject thereto. At the Effective Time, each such Company Option shall no longer represent the right to purchase or receive shares of Company Common Stock, but in lieu thereof shall represent the right to receive the cash payment referred to above. At or prior to the Effective Time, the Company shall take all actions necessary to provide notice of the provisions of this Section 3.4 to all holders of Company Options and to cause the cancellation of the Company Options in accordance herewith at the Effective Time.
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CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option to purchase CT Financial Services Common Stock ("CT
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CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. At the Effective Time, all rights with respect to Central and Southern Common Stock pursuant to stock options ("Central and Southern Options") granted by Central and Southern under the Central and Southern Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Surviving Corporation Common Stock, and the Surviving Corporation shall assume each Central and Southern Option, in accordance with the terms of the Central and Southern Stock Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Central and Southern Option assumed by the Surviving Corporation may be exercised solely for shares of Surviving Corporation Common Stock, (ii) the number of shares of Surviving Corporation Common Stock subject to such Central and Southern Option shall be equal to the number of shares of Central and Southern Common Stock subject to such Central and Southern Option immediately prior to the Effective Time, and (iii) the per share exercise price under each such Central and Southern Option shall not be changed. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Internal Revenue Code, as to any stock option which is an "incentive stock option." Central and Southern and Premier agree to take all necessary steps to effect the provisions of this Section 3.4.
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CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, all rights with respect to Central and Southern Common Stock pursuant to stock options ("Central and Southern Options") granted by Central and Southern under the Central and Southern Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Surviving Corporation Common Stock, and the Surviving Corporation shall assume each Central and Southern Option, in accordance with the terms of the Central and Southern Stock Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Central and Southern Option assumed by the Surviving Corporation may be exercised solely for shares of Surviving Corporation Common Stock, (ii) the number of shares of Surviving Corporation Common Stock subject to such Central and Southern Option shall be equal to the number of shares of Central and Southern Common Stock subject to such Central and Southern Option immediately prior to the Effective Time, and (iii) the per share exercise price under each such Central and Southern Option shall not be changed. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Internal Revenue Code, as to any stock option which is an "incentive stock option." Central and Southern and Premier agree to take all necessary steps to effect the provisions of this Section 3.4. (b) All restrictions or limitations on transfer with respect to Central and Southern Common Stock awarded under the Central and Southern Stock Plans or any other plan, program or arrangement of any Central and Southern Company, to the extent that such restrictions or limitations shall not have already lapsed, and except as otherwise expressly provided in such plan, program or arrangement, shall remain in full force and effect with respect to shares of Surviving Corporation Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement.
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CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, each option or other Equity Right (excluding PSHC Warrants) to purchase shares of PSHC Common Stock pursuant to stock options or stock appreciation rights ("PSHC Options") granted by PSHC under the PSHC Stock Plan[s], which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Seacoast Common Stock, and Seacoast shall assume each PSHC Option, in accordance with the terms of the PSHC Stock Plan and stock option
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CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, each option or other Equity Right (excluding PSHC Warrants) to purchase shares of PSHC Common Stock pursuant to stock options or stock appreciation rights ("PSHC Options") granted by PSHC under the PSHC Stock Plan[s], which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Seacoast Common Stock, and Seacoast shall assume each PSHC Option, in accordance with the terms of the PSHC Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Seacoast and its Compensation Committee shall be substituted for PSHC and the Committee of PSHC's Board of Directors (including, if applicable, the entire Board of Directors of PSHC) administering such PSHC Stock Plan, (ii) each PSHC Option assumed by Seacoast may be exercised solely for shares of Seacoast Common Stock (or cash, if so provided under the terms of such PSHC Option), (iii) the number of shares of Seacoast Common Stock subject to such PSHC Option shall be equal to the number of shares of PSHC Common Stock subject to such PSHC Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such PSHC Option shall be adjusted by dividing the per share exercise price under each such PSHC Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Seacoast shall not be obligated to issue any fraction of a share of Seacoast Common Stock upon exercise of PSHC Options and any fraction of a share of Seacoast Common Stock that otherwise would be subject to a converted PSHC Option shall represent the right to receive a cash payment upon exercise of such converted PSHC Option equal to the product of such fraction and the difference between the market value of one share of Seacoast Common Stock at the time of exercise of such Option and the per share exercise price of such Option. The market value of one share of Seacoast Common Stock at the time of exercise of an Option shall be the last sale price of such common stock on the Nasdaq National Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Seacoast) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Sec...
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Related to CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK

  • Stock Options; Restricted Stock The foregoing benefits are intended to be in addition to the value of any options to acquire Common Stock of the Company, the exercisability of which is accelerated pursuant to the terms of any stock option agreement, any restricted stock the vesting of which is accelerated pursuant to the terms of the restricted stock agreement, and any other incentive or similar plan heretofore or hereafter adopted by the Company.

  • Stock Options and Restricted Stock The Company shall grant to Executive effective as of the Effective Date non-qualified stock options (to be known as the "IPO Options") to purchase, and awards of restricted stock (to be known as the "IPO Restricted Stock") for, an aggregate number of shares of the Company's no par value common stock equal to 0.65 percent of the Shares that will be outstanding immediately following the closing of the Initial Public Offering (5), with 70 percent of such Shares (rounded to the nearest 100 and being an estimated 36,400 Shares) being in the form of Stock Options and 30 percent of such Shares (rounded to the nearest 100 and being an estimated 15,600 Shares) being in the form of Restricted Stock under the Company's 2003 Stock Option and Award Plan (the "Stock Option Plan"). The IPO Options shall be at an exercise price equal to the fair market value of the Shares as determined by the offering price in the Initial Public Offering. The Shares subject to the IPO Options shall vest over three years of service and the shares of IPO Restricted Stock shall vest over four years of service after the Effective Date. The grant of the IPO Options and the IPO Restricted Stock and the exercise of the IPO Options shall be subject to all of the terms and conditions of the Stock Option Plan. Notwithstanding the forgoing, to the extent not contrary to applicable law, all of the IPO Options shall become fully vested and remain exercisable pursuant to their respective terms for the remainder of their respective Exercise Periods , and all unvested Shares, if any, of the IPO Restricted Stock shall become fully vested, effective upon termination of Executive's employment by reason of death, discharge by the Company pursuant to 3.4 (a) other than for Cause, resignation by Executive pursuant to Section 3.4(b) for Good Reason, termination by resignation or discharge for any reason other than Cause upon or after a Change in Control, or "retirement" or "disability" within the meaning of the Stock Option Plan; and all options granted after or in addition to the IPO Options, all shares of Restricted Stock awarded after or in additional to the IPO Restricted Stock, and any and all other awards to Executive pursuant to the Stock Option Plan shall be subject to such terms and conditions as shall be determined at the time of any such award under the direction of the Board pursuant to the Stock Option Plan. The Company shall exercise best efforts to register with the Securities and Exchange Commission under the Securities Act of 1933, as amended, the issuance of shares of stock issued pursuant to the Stock Option Plan and to satisfy the current public information requirements of Rule 144(c) for purpose of allowing Executive to resell such shares.

  • Grant of Restricted Stock Award The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. Notwithstanding the foregoing, the Company may in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards. If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

  • Company Restricted Stock “Company Restricted Stock” shall mean shares of Company Common Stock, whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted, that are subject to a Contract pursuant to which the Company has the right to repurchase, redeem or otherwise reacquire such shares of Company Common Stock, including by forfeiture.

  • Vesting of Restricted Stock The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

  • Award of Restricted Shares The Committee hereby awards to the Awardee [insert # of shares] Restricted Shares. All such Restricted Shares shall be subject to the restrictions and forfeiture provisions contained in Sections 4, 5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

  • Award of Restricted Stock The Company hereby awards to the Participant Shares of Restricted Stock (hereinafter, the “Restricted Stock”), subject to the terms and conditions of this Agreement, the Plan and the Company’s Stock Ownership Guidelines. All provisions of the Plan, including defined terms, are incorporated herein and expressly made a part of this Agreement by reference. The Participant hereby acknowledges that he or she has received a copy of the Plan.

  • Payment of Restricted Stock Units (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the tenth business day of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A of the Code).

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

  • Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date The Administrator may at any time accelerate the vesting schedule specified in this Section 2.

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