Employee and Director Stock Options Sample Clauses

Employee and Director Stock Options. In accordance with the terms of the Company's 1993 Equity Incentive Plan, 1994 Equity Incentive Plan, 1995 Equity Incentive Plan and Acquisition Stock Plan (the "Stock Option Plans"), each outstanding option to purchase Shares granted under the Stock Option Plans shall, immediately prior to the Effective Time, become exercisable regardless of the vesting schedule contained in any stock option agreement or in any of the Stock Option Plans. Each outstanding option to purchase Shares granted under the Stock Option Plans or otherwise shall be cancelled at the Effective Time. In the event that any unexercised option is cancelled by the Company, each holder of a cancelled option shall be entitled to receive, at the Effective Time or as soon as practicable thereafter, from
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Employee and Director Stock Options. Effective as of the Offer Closing Time, UCRI shall adopt (and International, as sole shareholder of UCRI, shall approve) a stock option and restricted stock plan (the "UCRI Stock Plan") for the benefit of employees of UCRI, Foodservice Employees and non-employee directors of UCRI (including those non-employee directors of International who, following the Distribution, will become non-employee directors of UCRI (the "Non-Employee Directors")), which plan shall permit the adjustments contemplated in Section 7.4(b) hereof and shall be administered so as to qualify under Rule 16b-3 promulgated under the Exchange Act. Options to acquire International Common Stock, regardless of whether such options have vested in the individual holding such option, which have been granted to UCRI Employees, Non-Employee Directors, Foodservice Employees and former employees of International (other than UCRI Employees) pursuant to International's 1994 Equity Incentive Plan, the 1988 Incentive Stock Option Plan, the 1988 Nonqualified Stock Option Plan or the Senior Executive Stock Option Plan (collectively, the "International Plans") and which have not been exercised immediately prior to the Distribution (collectively, the "International Options") shall, pursuant to the equitable adjustment provisions of the applicable plan under which such options were granted and effective as of the Offer Closing Time, be treated as provided in this Section 7.4.
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Employee and Director Stock Options. (a) The Company ----------------------------------- shall, immediately prior to the Effective Time, (i) terminate the Company Stock Option Plans (as defined in Section 2.07(b) below) and any other plan, program or arrangement providing for the issuance, grant or purchase of any other interest in respect of the capital stock of the Company or any of its Subsidiaries without prejudice to the holders of Options (as defined in Section 2.07(b) below), and (ii) amend the provisions of any other Company Benefit Plan, or related trust or funding vehicle, providing for the issuance, holding, transfer or grant of any Shares, or any interest in respect of any Shares (collectively the "Company Stock Plans"), to provide no continuing rights to acquire, hold, transfer, or grant any Shares or any interest in any Shares. Prior to the Effective Time, the Company shall cause all amounts currently held as cash in participant accounts under the Company's Employee Stock Purchase Program to be returned to the applicable participants and all previously purchased shares of Common Stock held in such accounts to be distributed to the applicable participants.
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Employee and Director Stock Options. In ----------------------------------- accordance with the terms of the Company's Stock Option Plans listed on Section 3.03 of the Disclosure Schedule (as defined below) (the "Stock Option Plans"), each outstanding option to purchase ------------------ Shares granted under the Stock Option Plans shall, immediately prior to the Effective Time, become exercisable regardless of the vesting schedule contained in any stock option agreement or in any of the Stock Option Plans. Each outstanding option to purchase Shares granted under the Stock Option Plans or otherwise shall be cancelled at the Effective Time, and each holder of a cancelled option (whether issued pursuant to a Stock Option Plan or otherwise) shall be entitled to receive, at the Effective Time or as soon as practicable thereafter, from the Company, in consideration for the cancellation of such option, an amount in cash equal to the product of (i) the number of Shares previously subject to such option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such option (the "Spread"). With respect to each such option issued by the Company ------ other than pursuant to its 1996 Stock Option Plan, the Company shall take, or cause to be taken, prior to the expiration date of the Offer, all such action so that each such option shall be automatically cancelled as of the Effective Time and the holders of each such option shall only be entitled to receive from the Company, at the Effective Time or as soon as practicable thereafter, an amount in cash equal to the Spread, if any, in exchange for the cancellation of each such option.
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Employee and Director Stock Options. (a) The Company shall, immediately prior to the Effective Time, (i) terminate the Company 1998 Stock Incentive Plan, the Company 1997 Non-Qualified Stock Option Plan and the Company's 1992 Stock Plan and any other plan, program or arrangement providing for the issuance, grant or purchase of any other interest in respect of the capital stock of the Company or any of its Subsidiaries 7 (collectively, the "Company Stock Plans") without prejudice to the holders of Options and Units (as defined in Section 2.07(b) and (c) below, respectively), and (ii) amend the provisions of any other Company Plans, or related trust or funding vehicle, providing for the issuance, holding, transfer or grant of any Shares, or any interest in respect of any Shares, to provide no continuing rights to acquire, hold, transfer, or grant any Shares or any interest in any Shares.
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Employee and Director Stock Options. At the Effective Time, ----------------------------------- automatically and without any action on the part of the holder thereof:
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Employee and Director Stock Options. At the Effective Time, automatically and without any action on the part of the holder thereof, each option (a "Target Plan Option") to purchase shares of Target Common Stock granted under the Target Stock Option Plans (as defined in Section 4.2(c)) which remains as of such time unexercised in whole or in part shall be cancelled, and each holder of a Target Plan Option (whether or not such Target Plan Option is then vested or exercisable) shall be entitled to receive from the Surviving Corporation for each Target Plan Option an amount in cash, without interest, equal to the amount determined by multiplying (A) the number of shares of Target Common Stock subject to such Target Plan Option by (B) the positive difference, if any, obtained by subtracting the option exercise price for such Target Plan Option from the Merger Consideration. Promptly after the Effective Time, the Surviving Corporation shall pay to such holder of a Target Plan Option an amount determined in accordance with the preceding sentence.
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Related to Employee and Director Stock Options

  • Employee Stock Options (a) At the Effective Time, each Eligible Stock Option that is then outstanding under the Company Option Plan, whether vested or unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company Option Plan and the stock option agreement by which such Eligible Stock Option is evidenced. All rights with respect to Company Common Stock under outstanding Eligible Stock Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (a) each Eligible Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each such assumed Eligible Stock Option shall be equal to the number of shares of Company Common Stock that were subject to such Eligible Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Eligible Stock Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Eligible Stock Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the exercise of each such assumed Eligible Stock Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Eligible Stock Option shall otherwise remain unchanged; provided, however, that each such assumed Eligible Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 1.6.

  • Employee Options No shares of Common Stock are eligible for sale pursuant to Rule 701 promulgated under the Act in the 12-month period following the Effective Date.

  • Stock Options (a) Subsequent to the effectiveness of the Form 10, but prior to the consummation of the Distribution, and subject to the consummation of the Distribution, each option to purchase ALTISOURCE Common Stock (“ALTISOURCE Stock Options”) granted and outstanding under the 2009 Equity Incentive Plan of ALTISOURCE (“ALTISOURCE Option Plan”) shall remain granted and outstanding and shall not, and ALTISOURCE shall cause (to the maximum extent permitted under the ALTISOURCE Option Plan) the ALTISOURCE Stock Options not to, terminate, accelerate or otherwise vest as a result of the Distribution, and each holder thereof immediately prior to the Distribution will be entitled to the following, determined in a manner in accordance with, and subject to, the ALTISOURCE Option Plan, FAS123R and Section 409A of the Internal Revenue Code: (i) an option to acquire a number of shares of Residential Class B Common Stock equal to the product of (x) the number of shares of ALTISOURCE Common Stock subject to the ALTISOURCE Stock Option held by such holder on the Distribution Date and (y) the distribution ratio of one (1) share of Residential Class B Common Stock for every three (3) shares of ALTISOURCE Common Stock (the “Residential Stock Options”), with an exercise price to be determined in a manner consistent with this Section 3.04 and (ii) the adjustment of the exercise price of such holder’s ALTISOURCE Stock Option, to be determined in a manner consistent with this Section 3.04 (the “Adjusted ALTISOURCE Stock Options”) (the Residential Stock Options and the Adjusted ALTISOURCE Stock Options, together, the “Post-Distribution 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.

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Employee Stock Option Plan Employee shall be entitled to participate in the Employee Stock Option Plan of the Company once approved by the Board of Directors.

  • Restricted Stock Awards Each Restricted Stock Award shall be evidenced by a Restricted Stock Award Agreement, which shall comply with and be subject to the following terms and conditions:

  • 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 Awards During the Term, the Executive shall be eligible for awards of options to purchase shares of the Company’s common stock (the “Stock Options”), such Stock Options to be awarded in the sole discretion of the Compensation Committee and in accordance with the terms of the Company’s Stock Option Plan, as such Stock Option Plan may be amended, suspended or terminated from time to time.

  • Restricted Stock Award Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Participant _____ Shares (the “Restricted Shares”), which shall vest and become nonforfeitable in accordance with Section 3 hereof.

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