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...
Employee Stock Options. (a) At the Effective Time, each stock option that is then outstanding under the Company's 2000 Equity Incentive Plan, whether vested or unvested (a "Company Option"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 2000 Equity Incentive Plan and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock underlying outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock.
(b) From and after the Effective Time:
(i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock;
(ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock;
(iii) the per share exercise price ("Parent Exercise Price") for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent; and
(iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each such assumed Company 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.
(c) The Company and Parent shall take all action that may be necessary (under the Company's 2000 Equity Incentive Plan and otherwise) to effectuate the provisions of this Section 1.7.
(d) Within two business days of the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of...
Employee Stock Options. Effective as of the Effective Time, the Company shall take all necessary action, including obtaining the consent of the individual option holders, if necessary, to (i) terminate the Company’s 1996 Stock Option Plan, 2000 Long-Term Incentive Plan, and 2007 Stock Incentive Plan, each as amended through the date of this Agreement (the “Company Stock Option Plans”), (ii) provide that each outstanding option to purchase shares of Company common stock granted under the Company Stock Option Plans (each, a “Company Stock Option”) that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested or exercisable, shall become fully vested and exercisable as of the Effective Time, and (iii) cancel as of the Effective Time each Company Stock Option that is outstanding and unexercised at the Effective Time. Each holder of a Company Stock Option that is outstanding and unexercised at the Effective Time and that has an exercise price per Share that is less than the Merger Consideration shall be entitled (subject to the provisions of this Section 3.07) to be paid by the Surviving Corporation immediately after the Effective Time, in exchange for the cancellation of such Company Stock Option, an amount in cash (subject to any applicable withholding taxes) with respect to each Share subject to the Company Stock Option equal to the excess, if any, of the Merger Consideration over the applicable per share exercise price of such Company Stock Option (the “Option Payment”). Any such payment shall be subject to all applicable federal, state and local tax withholding requirements. The Company shall take all necessary action to approve the disposition of the Company Stock Options in connection with the transactions contemplated by this Agreement to the extent necessary to exempt such dispositions under Rule 16b-3 of the Exchange Act. Prior to the Effective Time, Parent shall cause to be wired to an account designated by the Company an amount sufficient to enable the Company to make the payments required pursuant to this Section 3.07.
Employee Stock Options. 3 1.7 Closing of the Company's Transfer Books.......................3 1.8
Employee Stock Options. (a) Each unvested, outstanding ----------------------- option to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees of Reltec Holdings, Inc. (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following:
(i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time;
(ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate;
(iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate).
(b) At the Effective Time, each outstanding vested Employee Option (including any such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(d), be cancelled by the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of (i) the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option.
(c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") -...
Employee Stock Options. 8 SECTION 3.03
Employee Stock Options. At or immediately prior to the Effective Time, the Company will cause all options then outstanding under the Company's 1986 and 1994 stock option plans (the "Company Option Plans"), whether or not vested, to be cashed out and terminated. The amount payable by the Company in respect of the termination of an outstanding Company stock option will be equal to the difference between the exercise price of the option and the average daily closing price of the Company Common Stock for the ten trading days immediately prior to the Closing Date. The Company may prohibit the exercise of vested options after a specified cutoff date prior to the Effective Time in order to facilitate the orderly liquidation and termination of the remaining vested and nonvested outstanding options. Unless the Board determines otherwise, the Company will suspend payroll deductions and Company stock option grants under the Employee Stock Purchase Plan as of or prior to October 1, 1998. All such Employee Stock Purchase Plan grants will have been exercised or terminated before the Effective Time.
Employee Stock Options. Lithia agrees to grant stock options pursuant to its 1996 Incentive Stock Plan to management employees remaining with the Company after Closing. The number of shares available for grant to all employees in the Xxxxxxxx Group shall be equal to six percent of the total number of shares of Class A Common Stock issued to all the shareholders of the companies in the Xxxxxxxx Group at the Closing and the simultaneous closings of the Other Reorganization Agreements including such additional shares that may be issued as Contingent Merger Consideration, plus six percent of the shares of Class A Common Stock issuable upon conversion of the shares of Series M Preferred Stock issued at the Closing and such simultaneous closings including such additional shares that may be issued as Contingent Merger Consideration, determined as though such Series M Preferred Stock were converted to Class A Common Stock at the date of issuance. The options will be granted during 1999 and 2000 to such persons and in such amounts consistent with Lithia's practices and as proposed by W. Xxxxxxx Xxxxxxxx.
Employee Stock Options. Upon the Commencement Date of this Agreement and on the anniversary of each year of this agreement thereafter, Executive shall be granted 100,000, options to purchase common stock of the Company at the market price on the date of such grant. Such options shall be under the Company’s 2007 Stock Incentive Plan, as amended and may consist of a combination of Incentive and non-qualified options as are to be determined. Such options will be subject to the provisions of the Company’s 2007 Stock Incentive Plan.
Employee Stock Options. During the term of this Agreement, the Executive shall be eligible to receive annually options to purchase a minimum amount of fifty (50,000) thousand shares of the Corporation’s Common Stock in accordance with the terms and provisions of the Corporation’s Amended and Restated Stock Option Plan (the “Plan”). Such options shall vest in accordance with the terms of the Plan, a copy of which has been provided to the Executive.
