Employee Equity Awards. (a) Subject to the receipt of any and all approvals required under applicable law, including the approval of the Board of Directors of the Company and the shareholders of the Company, the Employee may be eligible to participate in an employee equity incentive plan. Any grant under any employee equity incentive plan is subject to the terms and conditions of employee equity incentive plan as may be amended from time to time and to the equity agreement under which the grant was made. The amount of the equity award that will be granted is subject to the approval by the Board of Directors of the Company and the shareholders of the Company, if required.
Employee Equity Awards. (a) Prior to the Effective Time, the Company shall take all reasonably necessary action, which action shall be effective as of the Effective Time, to:
(i) terminate the Company’s 1993 Stock Option Plan, Non-Qualified Formula Stock Option Plan for Non-Employee Directors, 2002 Employee/Rainforest Conversion Plan, 1995 Flexible Incentive Plan, 2003 Equity Incentive Plan and any stock options granted outside of a formal plan, in each case as amended through the date of this Agreement (collectively, the “Company Stock Award Plans”);
(ii) except as otherwise provided by the terms of any Company Stock Award Plan, provide that each outstanding option to purchase shares of Company Common Stock (each, a “Company Stock Award”) granted under the Company Stock Award Plans shall become fully vested, to the extent not already vested, subject to, and conditioned upon, the closing of the Merger; and
(iii) cause any Company Stock Award that is not exchanged as provided in Section 3.04(b) to be cancelled as of the Effective Time.
(b) Each holder of a Company Stock Award that is outstanding and unexercised as of the Effective Time and has an exercise price per Share that is less than the Merger Consideration shall be paid by the Surviving Corporation, in exchange for the cancellation of such Company Stock Award, an amount in cash (subject to any applicable withholding Taxes) equal to the product of (i) the difference between the Merger Consideration and the applicable exercise price per share of such Company Stock Award, and (ii) the aggregate number of shares of Company Common Stock issuable upon exercise of such Company Stock Award (the “Award Payment”). Except as otherwise expressly provided for in any agreement between the Company and any such holder, the Surviving Corporation or the Paying Agent shall make the Award Payments promptly after the Effective Time. Any such payments shall be subject to all applicable federal, state and local Tax withholding requirements.
(c) The Company shall promptly deliver to Parent, but in no event later than the Effective Time, true and complete copies of all documentation relating to or arising from the termination of the Company Stock Award Plans or other actions required to be taken pursuant to this Section 3.04.
(d) The Company shall take all necessary action to approve the disposition of the Company Stock Awards in connection with the Transactions to the extent necessary to exempt such dispositions under Rule 16b-3 of the Exchange Ac...
Employee Equity Awards. Seller shall retain responsibility for dealing with any accrued rights any Business Employees or UK Transferred Employees may have in any stock option or other equity award plans or warrants maintained by Seller for employees immediately prior to Closing and Purchaser shall have no obligation or liability with respect to such stock option or other equity award plans or warrants.
Employee Equity Awards. Immediately prior to the Closing, each then outstanding stock appreciation right (SOSAR) and restricted stock unit (RSU), whether unvested or vested, shall be exchanged for shares of MBT Common Stock according to their respective award agreement terms. The number of RSU’s subject to each award shall assume MBT performance at the full payout at the Target level for all relevant future periods. Upon issuance of the shares of MBT Common Stock to a holder of SOSARs or RSUs any award agreement between MBT and such holder and the holder’s rights thereunder shall terminate and be of no further force or effect.
Employee Equity Awards. Prior to the Closing, Seller shall take all actions necessary or appropriate to assume each Company Stock Plan and each outstanding Employee Option and Employee RSU and to ensure that none of Purchaser nor any of its Affiliates (including any Business Subsidiary) will have any Liabilities in respect of any Company Stock Plan, Employee Option, or Employee RSU from and after the Closing; provided that if any tax or social insurance or other similar withholding, reporting, remittance or payment obligations or any regulatory filing obligations apply to an Employee Option or Employee RSU held by an AMS Employee after the Closing, Seller and Purchaser (and any of their Affiliates for whom the AMS Employee worked or works, as applicable), agree to cooperate to ensure that such obligations are met (it being understood and agreed that Seller shall timely remit to Purchaser any amounts that Purchaser or any of its Affiliates may be required to be withheld in respect of any Employee Option or Employee RSU plus the employer-paid portion of any payroll or employment taxes payable in respect thereof). Immediately prior to the Closing, all Employee Options and Employee RSUs will have their vesting accelerate in full contingent upon the consummation of the Closing, provided that, with respect to Employee Options and Employee RSUs subject to performance-based vesting conditions (“Employee Performance Awards”), the performance period, as set forth in the award agreement underlying the applicable Employee Performance Award (the “Performance Award Agreement”), will be truncated (and the applicable performance-based vesting conditions shall be accordingly pro-rated), and a number of shares or restricted stock units, as applicable, subject to the Employee Performance Award will vest based on the degree of achievement of performance objectives (as set forth in the applicable Performance Award Agreement) as of the date of the Closing, and all remaining shares or restricted stock units, as applicable, subject to the Employee Performance Award that fail to vest pursuant to this Section 7.01 will terminate as of the Closing and be of no further force or effect.
Employee Equity Awards. Seller agrees to take (and to cause Parent to take) the actions described in the sample letters to Employees that are attached hereto as Schedules 6.06 and 6.07 with regard to any Equity Awards held by an Employee as of the Closing.
Employee Equity Awards. Notwithstanding section 8.11 to the Agreement, the Parties acknowledge that the employee shall not be entitled, unless otherwise decided by the Company, to future equity grants under the employees equity incentive plan of the Company. For the avoidance of doubt, nothing in this Agreement shall serve to derogate of any right the Employee has under equity grants which were awarded to the Employee prior to the Commencement Date.
Employee Equity Awards. Prior to the Effective Time, the Company shall take all actions necessary to provide that each restricted share or restricted share unit, or any other equity award granted under the Company’s equity plans including the Company’s 2001 Share Option Plan and 2021 Incentive Equity Plan, which is outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) (each, an “Award”) shall be accelerated, and such shares shall participate in the Merger pursuant to Section 2.1 above (without any increase to the Merger Consideration).
Employee Equity Awards. On the Closing Date, Parent shall grant to the Company’s continuing employees, in accordance with the Employee Equity Allocation Schedule, a number of restricted shares of Parent Common Stock equal to $5,000,000 divided by the Signing Date Price (“Employee Awards”). The Employee Awards will vest ratably over a period of three years from the Closing Date, and will be distributed among the Company’s continuing employees according to the Company’s plan of allocation, which shall be delivered by the Company to the Parent on or prior to the Closing Date (the “Employee Equity Allocation Schedule”). The Employee Awards will be issued pursuant to the terms of a Restricted Award Agreement in the form attached hereto as Exhibit I. The Employee Awards will be in addition to any other incentive equity awards or other bonus or incentive plans or arrangements customarily provided by the Parent or its affiliates to similarly situated employees. If the employment of any recipient of any Employee Award is terminated by the Parent or any of its Affiliates, including without limitation, the Company and the Surviving Entity, without Cause (as such term is defined in such recipient’s Restricted Award Agreement), or such recipient terminates his or her employment for Good Reason (as such term is defined in such recipient’s Restricted Award Agreement), then all of such recipient’s Employee Awards shall immediately vest and all risks of forfeiture applicable thereto shall lapse. Parent agrees to file a registration statement on Form S-8 for the shares of Parent Common Stock issuable with respect to the Employee Awards, as soon as practicable (but not more than ten (10) Business Days following) the Effective Time, and to keep such registration statement effective until all of the Employee Awards have been issued.
Employee Equity Awards
