Common use of Employee Stock Options Clause in Contracts

Employee Stock Options. Effective as of the Effective Time, the Company shall take all necessary action (i) to terminate the Company’s Second Amended and Restated 2003 Stock Option Plan and the Company’s Amended and Restated 2005 Equity Plan, each as amended through the date of this Agreement (the “Company Incentive Plans”), (ii) to provide that each outstanding option to purchase shares of Company Common Stock granted under the Company Incentive Plans (each, a “Company Stock Option”) that is outstanding and unexercised, whether or not vested or exercisable, as of such date shall become fully vested and exercisable and (iii) so that, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any Company Stock Options, each outstanding and unexercised Company Stock Option shall be cancelled and converted automatically into the right to receive from the Surviving Corporation, with respect to each share of Company Common Stock subject to the Company Stock Option, only an amount in Cash equal to the excess, if any, of the Merger Consideration over the applicable per share exercise price of such Company Stock Option, less any Taxes required to be withheld in accordance with Section 2.11(c) (the “Option Payment”). Parent shall provide the Surviving Corporation with Cash in an amount sufficient to pay the aggregate amount of the Option Payments as promptly as practicable after the Effective Time. The Surviving Corporation shall make each such Option Payment as promptly as practicable after the Effective Time, but in any event, no later than five business days after the Effective Time. The Company shall take all necessary action to approve the cancellation and payment in respect of the Company Stock Options by virtue of the Merger to the extent necessary to exempt any such deemed dispositions and acquisitions under Rule 16b-3 of the Exchange Act.

Employee Stock Options. (a) Prior to the Closing, the Company shall cause each unexercised Company Option that is outstanding immediately prior to the Effective Time (whether vested or unvested) to be cancelled, terminated and extinguished as of the Effective Time, and upon the Company shall take all necessary action (i) cancellation thereof be converted into the right to terminate the Company’s Second Amended and Restated 2003 Stock Option Plan and the Company’s Amended and Restated 2005 Equity Planreceive, each as amended through the date of this Agreement (the “Company Incentive Plans”subject to Section 1.8(b), (ii) to provide that in respect of each outstanding option to purchase shares share of Company Common Stock granted under then subject to such Company Option: (i) an amount in cash equal to: (A) the Company Incentive Plans Class A Per Share Amount; less (each, a “Company Stock Option”B) that is outstanding and unexercised, whether or not vested or exercisable, as of such date shall become fully vested and exercisable and (iii) so that, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any Company Stock Options, each outstanding and unexercised Company Stock Option shall be cancelled and converted automatically into the right to receive from the Surviving Corporation, only with respect to each Company Options that are vested as of immediately prior to the Effective Time, the Escrow Contribution Amount with respect to such share of Company Common Stock subject to such vested Company Option; less (C) the exercise price per share of Company Common Stock subject to such Company Option, only an amount in Cash equal ; plus (ii) any cash disbursements required to be made from the Escrow Fund with respect to such share of Company Common Stock subject to such Company Option to the excess, if any, of the Merger Consideration over the applicable per share exercise price former holder of such Company Stock Option, less any Taxes required to be withheld Option in accordance with Section 2.11(c10.7 (as and when such consideration is required to be released to such former holder); plus (iii) any amount to be paid in respect of such share of Company Common Stock subject to such Company Option to the former holder of such Company Option in accordance with Section 1.6(b). Each holder of an outstanding Company Option cancelled as provided in this Section 1.6(a) shall cease to have any rights with respect thereto, except the right to receive the cash consideration specified in this Section 1.6(a) without interest. (b) Notwithstanding anything contained herein to the contrary, amounts payable pursuant to Section 1.6(a) in respect of Company Options which are unvested as of immediately prior to the Effective Time (the “Option PaymentUnvested Amount”). Parent ) will also be unvested and shall provide have the Surviving Corporation with Cash in an amount sufficient to pay the aggregate amount of the Option Payments as promptly as practicable after the Effective Time. The Surviving Corporation shall make each such Option Payment as promptly as practicable after the Effective Time, but in any event, no later than five business days after the Effective Time. The Company shall take all necessary action to approve the cancellation and payment in respect of the Company Stock Options by virtue of the Merger to the extent necessary to exempt any such deemed dispositions and acquisitions under Rule 16b-3 of the Exchange Act.same vesting

Employee Stock Options. Effective (a) The Company shall take all reasonable action to, as of the Effective Time, the Company shall take all necessary action Time (i) to terminate the Company’s Second Amended and Restated 2003 Stock Option Plan and stock option plans listed in Section 3.3 of the Company’s Amended and Restated 2005 Equity PlanDisclosure Schedule, (as hereinafter defined) each as amended through the date of this Agreement (the “Company Incentive Stock Option Plans”), ; and (ii) to provide that cancel, at the Effective Time, each outstanding option to purchase shares of Company Common Stock Shares granted under the Company Incentive Stock Option Plans (each, a “Company Stock Option”) that is outstanding and unexercisedunexercised as of such time. Subject to the foregoing, each holder of a Company Stock Option that is outstanding and unexercised at the Effective Time, whether or not vested then exercisable or exercisablevested, as of such date shall become fully vested and exercisable and (iii) so that, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any Company Stock Options, each outstanding and unexercised Company Stock Option shall be cancelled and converted automatically into the right entitled to receive from the Paying Agent (as hereinafter defined) on behalf of the Surviving Corporation, with respect to each share immediately after the Effective Time, in exchange for the cancellation of Company Common Stock subject to the such Company Stock Option, only an amount in Cash cash equal to the excess, if any, of (i) the Common Share Merger Consideration over (ii) the applicable per share exercise price of such Company Stock Option, less any Taxes required multiplied by the number of Shares subject to be withheld in accordance with Section 2.11(c) such Company Stock Option as of the Effective Time (the “Option PaymentConsideration”). Parent Any such payment shall provide the Surviving Corporation with Cash in an amount sufficient be subject to pay the aggregate amount of the Option Payments as promptly as practicable after the Effective Timeall applicable federal, state and local tax withholding requirements. The Surviving Corporation shall make each such Option Payment as promptly as practicable after Prior to the Effective Time, but the Company shall be responsible for delivering to the Paying Agent (i) a list of holders of Company Stock Options, (ii) calculations showing the respective amount of Option Consideration for each Company Stock Option, and (iii) such information as is requested by Paying Agent and in any event, no later than five business days after the Effective Time. Company’s possession and necessary to ensure proper withholding. (b) The Company shall take all action reasonably necessary action to approve the cancellation and payment in respect disposition of the Company Stock Options in connection with the transactions contemplated by virtue of this Agreement (collectively, the Merger to the extent necessary “Transactions”) so as to exempt any such deemed dispositions and acquisitions under Rule 16b-3 of the Exchange Act.

Employee Stock Options. Effective as of the Effective Time, the Company shall take all necessary action to (i) to terminate the Company’s Second Amended and Restated 2003 Stock Option Plan and the Company’s Amended and Restated 2005 Equity Omnibus Incentive Plan of 2006 and the Company’s 1998 Stock Compensation Plan, each as amended through the date of this Agreement (the “Company Incentive Plans”), and (ii) to provide that each outstanding option to purchase shares of Company Common Stock granted under the Company Incentive Plans (each, a “Company Stock Option”) that is outstanding and unexercised, whether or not vested or exercisable, as of such date shall become fully vested and exercisable and (iii) so that, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any Company Stock Options, cancel each outstanding and unexercised Company Stock Option. Each holder of a Company Stock Option that is outstanding and unexercised immediately prior to the Effective Time and that has an exercise price per share of Company Common Stock that is less than the Merger Consideration shall be cancelled and converted automatically into the right entitled to receive from be paid by the Surviving Corporation, with respect to each share of Company Common Stock subject to the Company Stock Option, only an amount in Cash equal to the excess, if any, of the Merger Consideration over the applicable per share exercise price of such Company Stock Option, less any Taxes required to be withheld in accordance with Section 2.11(c) Option (the “Option Payment”). Parent shall provide the Surviving Corporation with Cash in an amount sufficient to pay the aggregate amount of the Option Payments as promptly as practicable after the Effective Time. The Surviving Corporation shall make each such Option Payment as promptly as practicable after the Effective Time, but in any event, no later than five business days after the Effective Time. The Company shall take all necessary action to approve the cancellation and payment in respect of the Company Stock Options by virtue of the Merger to the extent necessary to exempt any such deemed dispositions and acquisitions under Rule 16b-3 of the Exchange Act.