Corporation Stock Options. Stock options awarded under the Corporation Stock Option Plans ("Corporation Stock Options") shall be treated as follows:

Corporation Stock Options. Stock options awarded under the Corporation Stock Incentive Plans ("Corporation Stock Options") shall be treated as follows: (a) Except as provided in Section 6.1(d) of this Agreement, as of the Effective Time, each unexercised Corporation Stock Option held by any Person shall be adjusted, pursuant to the terms of the award agreements and the Corporation Stock Incentive Plans, into an option to purchase Moody's Common Stock (a "Moody's Option") held pursuant to the Corporation Stock Incentive Plans and a separately exercisable option, granted pursuant to the New D&B Replacement Plans, to purchase New D&B Common Stock (a "New D&B Option"). The number of shares of Moody's Common Stock covered by the Moody's Option shall equal the number of shares of Corporation Common Stock covered by the corresponding Corporation Stock Option immediately prior to the Effective Time and the number of shares of New D&B Common Stock covered by the New D&B Option shall equal fifty percent of the number of shares of Corporation Common Stock covered by the corresponding Corporation Stock Option immediately prior to the Effective Time, rounded down to the nearest whole share. (b) The exercise price per share of each Moody's Option shall equal the product of (A) the excess of (i) the trading price per share of Corporation Common Stock as of last trade "regular way" immediately prior to the Distribution (the "Corporation Stock Price") over (ii) the quotient of (a) the trading price per share of New D&B Common Stock as of the last trade "when 19 19 issued" immediately prior to the Distribution (the "New D&B Stock Price") divided by (b) two, multiplied by (B) a fraction, the numerator of which is the original exercise price per share of the corresponding Corporation Stock Option, and the denominator of which equals the Corporation Stock Price (the "Conversion Ratio"). (c) The exercise price per share of each New D&B Option shall equal the New D&B Stock Price multiplied by the Conversion Ratio. Except as otherwise provided in the New D&B Replacement Plans and this Section 6.1(a), the terms of each New D&B Option shall be substantially identical to the terms of the Corporation Stock Option from which it arose. (d) In accordance with the terms of the employment agreement dated May 15, 2000 between the Corporation and Allax X. Xxxxx (xxe "Lorex Xxxeement"), as of the Effective Time, the Corporation Stock Options held by Mr. Xxxxx xxxll be canceled and, in lieu thereof, New D&B shall issue...

Corporation Stock Options. At the Effective Time, each unexpired and unexercised outstanding Corporation Stock Option, other than those Corporation Stock Options set forth on Schedule 2.4 (as it may be amended by Newco from time to time after the date ------------ hereof and with the consent of each option holder added thereto but not later than the sixteenth day prior to the Closing Date) which shall continue to remain outstanding following the Effective Time, whether or not then vested or exercisable in accordance with its terms (the "Payout Options"), shall be -------------- cancelled and converted into the right to receive from the Surviving Corporation, cash in an amount equal to the product of (a) the Cash Merger Price minus the exercise price per share of Common Stock subject to such Payout Option, times (b) the number of shares of Common Stock which may be purchased upon exercise of such Payout Option (whether or not then exercisable), less all applicable tax withholding. Prior to (but effective at) the Effective Time, the Corporation shall use its reasonable efforts to (i) obtain any consents from all holders of Corporation Stock Options and (ii) make any amendments to the terms of such stock option or compensation plans or arrangements that, in the case of either clause (i) or (ii), are necessary to give effect to the transactions contemplated by this Section 2.

Corporation Stock Options. Pursuant to Section 10 of the Corporation's 1996 Employee Stock Option Plan (the "Plan"), the Plan is, as of the Effective Time, hereby amended so that, at the Effective Time, (I) all options to be granted under the Plan shall be granted only for the purchase of shares of Xxxxxx Delaware Common Stock, (II) all Options (as defined in the Plan) which are outstanding and not exercised immediately prior to the Effective Time are automatically amended to purchase 2.8 shares of Xxxxxx Delaware Common Stock for each share of Corporation Common Stock previously purchasable thereunder (rounded up to the nearest whole share on the same basis as provided in Section 2.1(b)), with the exercise price of each such outstanding but unexercised option being accordingly reduced in similar proportion, and (III) the number of shares of Xxxxxx Delaware Common Stock reserved for issuance under the Plan is increased to 470,400. Xxxxxx Delaware hereby agrees, effective as of the Effective Time, to assume the duties and obligations of Plan and to reserve for issuance, at the Effective Time, an appropriate amount of shares of Xxxxxx Delaware Common Stock to satisfy its obligations under the Plan. The Corporation and Xxxxxx Delaware are authorized to make any amendments to all documents relating to the Plan and any options granted or to be granted thereunder that are necessary to give effect to the transactions contemplated by this Section 2.3.

Corporation Stock Options. Stock options awarded under the Corporation Stock Option Plans ("CORPORATION STOCK OPTIONS") shall be treated as follows: (a) CORPORATION POST-DISTRIBUTION EMPLOYEES; AND CORPORATION DISABLED EMPLOYEES. From and after the Effective Time, each unexercised Corporation Stock Option held by Corporation Post-Distribution Employees and Corporation Disabled Employees shall remain outstanding pursuant to the terms of the award agreements and the Corporation Stock Option Plans; PROVIDED, HOWEVER, that from and after such time, each unexercised Corporation Stock Option shall be adjusted as follows: (i) the number of shares of Corporation Common Stock covered by the adjusted stock option shall be determined by (A) multiplying the number of shares of Corporation Common Stock covered by the Corporation Stock Option by a fraction, the numerator of which equals the average of high and low trading prices of a share of Corporation Common Stock for the five trading days immediately preceding the ex-dividend date, and the denominator of which equals the average of high and low trading prices of a share of Corporation Common Stock for the five trading days starting on the ex-dividend trading Date ("CORPORATION RATIO") and (B) rounding down the result to a whole number of shares and (ii) the exercise price of the adjusted stock option shall equal the original exercise price divided by the Corporation Ratio.

Related to Corporation Stock Options

Company Stock Options At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.
Employee Stock Options Except as provided in this Agreement or pursuant to the provisions of any Plan or employee or director stock option agreement as in effect on the date hereof, from the date hereof Company will not accelerate the vesting or exercisability of or otherwise modify the terms and conditions applicable to the Employee Stock Options. At the Effective Time, each of the Employee Stock Options which is outstanding and unexercised at the Effective Time shall be converted automatically into an option to purchase Parent Shares in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the stock option plans of Company governing the Employee Stock Options (the "Company Stock Option Plans")): (1) The number of Parent Shares to be subject to the new option shall be equal to the product of the number of Shares subject to the original option and the Exchange Ratio, PROVIDED that any fractional Parent Shares resulting from such multiplication shall be rounded down to the nearest share and, except with respect to any options which are intended to qualify as "incentive stock options" (as defined in section 422 of the Code ("ISOs")), Parent shall pay an amount in cash to the holder of such Employee Stock Option equal to the fair market value immediately prior to the Effective Time of such fractional Parent Shares calculated based on the average closing price on the New York Stock Exchange for the last five trading days immediately preceding the day prior to the Effective Time; and (2) The exercise price per Parent Share under the new option shall be equal to the aggregate exercise price of the original option divided by the total number of full Parent Shares subject to the new option (as determined under (1) immediately above), PROVIDED that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any ISOs shall be and is intended to be effected in a manner that is consistent with section 424(a) of the Code. The duration and other terms of the new option shall be the same as that of the original option, except that all references to Company shall be deemed to be references to Parent. Parent shall file with the SEC a registration statement on Form S-8 (or other appropriate form) or a post-effective amendment to the Registration Statement as promptly as practicable after the Effective Time for purposes of registering all Parent Shares issuable after the Effective Time upon exercise of the Employee Stock Options, and shall have such registration statement or post-effective amendment become effective and comply, to the extent applicable, with state securities or blue sky laws with respect thereto at the Effective Time.
Stock Option Plans Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.
Incentive Stock Options If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal and California income tax purposes. If Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price.
Stock Option Plan The Executive shall be eligible to participate in the Company's Stock Option Plan in accordance with the terms and conditions thereof.
Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.
Nonstatutory Stock Option If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.
Stock Options and Warrants At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).
Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

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