Employee Stock Plans. Hereafter issue, sell, grant or award any Equity Security or any option to acquire any Equity Security to officers, directors, employees, consultants or advisors to the Company; provided, however that this provision shall not limit the ability of the Board of Directors to delegate authority to issue, sell, grant or award Equity Securities or options to the Compensation Committee.
Employee Stock Plans. The Company hereby agrees that, except as approved by the Board of Directors of the Company or a compensation committee designated by the Board of Directors, (i) shares of Common Stock issued to officers, directors and employees of, or consultants to, the Company after the date of this Agreement pursuant to stock grants, option plans, purchase plans or other employee stock incentive programs or arrangements will be subject to vesting as follows: 25% to vest at the end of the first year following such issuance, with the remaining 75% to vest monthly over the next three years and (ii) the repurchase option governing stock sold subject to vesting as set forth above shall provide that upon termination of the employment of the stockholder, with or without cause, the Company or its assignee (to the extent permissible under applicable securities law qualification) retains the option to repurchase at cost any unvested shares held by such stockholder.
Employee Stock Plans. As long as the Investors shall continue to own any of the Preferred Stock, Warrants, or Warrant Shares, the Company shall sell shares of or grant options to purchase shares of its capital stock to Employees, officers, and directors of and consultants to the Company only pursuant to stock option plans or stock purchase plans which have been adopted and approved by the Company's Board of Directors and only so long as the Company has an option to repurchase such shares upon the termination of employment with the Company of such Employees, officers, directors, and consultants, and the total number of shares of Common Stock as to which the Company may make such sales or grant such options shall not exceed 10,000 shares, such number subject to equitable adjustment for reorganizations, stock splits, stock dividends, and like events (including shares issued or sold pursuant to (i) any such stock option plan even though the shares were acquired upon the exercise of stock options which were granted prior to the date hereof, and (ii) any such stock purchase plans even though the shares acquired thereunder were purchased prior to the date hereof). Under no circumstances shall the total number of shares of the Company's Common Stock issued under any such stock purchase plan, plus any shares issued or subject to issuance under any such stock option plan, exceed 10,000 shares (such number subject to equitable adjustment for reorganizations, stock splits, stock dividends, and like events) at any time.
Employee Stock Plans. 29 8.14 Liens .............................................................................30 8.15 Investments..........................................................................30 8.16
Employee Stock Plans. (a) Prior to, and effective as of, the Effective Time, the Company shall take all necessary action to terminate the Company’s 2000 Stock Option Plan, 2005 Equity Incentive Plan and 2005 Non-Employee Directors’ Stock Option Plan , each as amended through the date of this Agreement (together with the 2005 Employee Stock Purchase Plan (the “ESPP”), the “Company Stock Plans”).
(b) Prior to, and effective as of, the Effective Time, the Company shall take all necessary action to accelerate the vesting of each option to purchase Shares under the Company Stock Plans, other than the ESPP (each, a “Company Stock Option”), that is outstanding as of immediately prior to the Effective Time in accordance with the terms of the Company Stock Plans. Each Company Stock Option outstanding and unexercised immediately prior to the Effective Time shall, at the Effective Time, be cancelled and each holder thereof shall be entitled to receive from the Surviving Corporation immediately after the Effective Time, in exchange for the cancellation of such Company Stock Option, an amount in cash equal to the excess, if any, of (x) the Per Share Amount over (y) the per share exercise or “strike” price of such Company Stock Option, multiplied by the number of Shares subject to such Company Stock Option immediately prior to the Effective Time. For the purpose of clarity, any unexercised Company Stock Option with a per share exercise price equal to or greater than the Per Share Amount shall be canceled without payment.
(c) Effective as of the Effective Time, each Share received upon the early exercise of a Company Stock Option (each, an “Option Share”) that is outstanding and unvested immediately prior to the Effective Time shall automatically vest, and the Company’s repurchase right with respect to each Option Share shall lapse, and at the Effective Time the holder of each Option Share shall, subject to this Article III, be entitled to receive the Per Share Amount with respect to each such Option Share.
(d) Effective as of the Effective Time, each Share granted subject to vesting or other lapse restrictions pursuant to any Company Stock Plan (each, a “Restricted Share”), that is outstanding and subject to such restrictions immediately prior to the Effective Time shall automatically vest, and the Company’s reacquisition right with respect to each Restricted Share shall lapse, and at the Effective Time the holder thereof shall, subject to this Article III, be entitled to receive the Per Sha...
Employee Stock Plans. Prior to, and effective as of, the Effective Time, the Company shall take all necessary action to (i) terminate, as of the Effective Time, the Company's Amended 1987 Stock Option Plan and 1992 Restricted Stock Plan, each as amended through the date of this Agreement (the "COMPANY STOCK PLANS"), (ii) accelerate the vesting of each outstanding option to purchase shares of Company Common Stock under the Company Stock Plans (each, a "COMPANY STOCK OPTION") or any remaining restrictions upon any Company Restricted Shares in accordance with the terms of the Company Stock Plans, and (iii) cancel, as of the Effective Time, each outstanding Company Stock Option that is outstanding and unexercised as of such date. Each holder of a Company Stock Option that is outstanding and unexercised immediately prior to the Effective Time shall be entitled to receive from the Surviving Corporation immediately after the Effective Time, in exchange for the cancellation of such Company Stock Option, an amount in cash equal to the excess, if any, of (x) the Per Share Common Amount over (y) the per share exercise price of such Company Stock Option, multiplied by the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time. Any such payment shall be subject to all applicable federal, state and local tax withholding requirements. Neither the Company nor the Board shall take any action, pursuant to the Company Stock Plans or otherwise, to cause Parent, Purchaser or the Surviving Corporation to (i) assume any Company Stock Plan, Company Stock Option or Company Restricted Shares, (ii) substitute any similar plan, option or restricted share for any Company Stock Plan, Company Stock Option or Company Restricted Shares, or (iii) cause any Company Stock Plan, Company Stock Option or Company Restricted Shares to continue in full force and effect following the Effective Time. Prior to or promptly following the Effective Time, the Company or the Surviving Company (as the case may be) shall mail to each person who is a holder of an outstanding Company Stock Option (regardless of whether such Company Stock Option is or was vested or exercisable at the Effective Time) a letter describing the treatment of and payment for such Company Stock Option pursuant to this Section 3.07 and providing instructions for use in obtaining payment for such Company Stock Option in accordance with this Section.
Employee Stock Plans. Hereafter issue, sell, grant or award any Equity Security or any option to acquire any Equity Security to employees, consultants or advisors to the Company, provided, however, that the Company may issue, sell grant or award any Equity Security or option to acquire any Equity Security under the Company's Employee Stock Purchase Plan or the Company's 1995 Stock Incentive Plan, in each case as existing on the date hereof.
Employee Stock Plans. In connection with the REIT conversion, the Company assumed the employee obligations of Host REIT. Upon the exercise of stock options in Host REIT common stock, Host REIT will issue shares of its common stock in return for the issuance of an equal number of OP Units of the Company. Accordingly, those liabilities and related disclosures are included in the Company's financial statements. At December 31, 1999, Host REIT maintained two stock-based compensation plans, including the comprehensive stock plan (the "Comprehensive Plan"), whereby Host REIT may award to participating employees (i) options to purchase Host REIT's common stock, (ii) deferred shares of Host REIT's common stock and
Employee Stock Plans. The Company accounts for its stock option plans and its employee stock purchase plans in accordance with the provisions of the Accounting Principles Board's Opinion No. 25 "Accounting For Stock Issued to Employees" ("APB 25"). In October 1995, the FASB released Statement of Financial Accounting Standard No. 123, "Accounting For Stock-Based Compensation" ("FAS 123"), which provides an alternative to APB 25. As allowed under FAS 123, the Company continues to account for its employee stock plans in accordance with the provisions of APB 25. See Note L below. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that could affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Comprehensive Income: In June 1997, the FASB released Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("FAS 130"). FAS 130 establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements and is effective for fiscal years beginning after December 15, 1997. See Note K below. Segment Information: In June 1997, the FASB released Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("FAS 131"). FAS 131 changes the way companies report selected segment information in annual and interim financial reports to stockholders. The Company has adopted the provisions of FAS No. 131 for the year ended June 30, 1999. Adoption of FAS No. 131 did not have a material impact on the Company's Consolidated Financial Statements. The Company operates in one business segment, the manufacturing and servicing of front-end wafer processing semiconductor manufacturing equipment. Derivative Instruments and Hedging: In June 1998, the FASB released Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"). FAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for derivatives used for hedging activities. It requires that all derivatives be recognized either as an asset or liability, ...
Employee Stock Plans. The Company has stock option plans that provide for granting of options for the purchase of common stock to directors, officers and other key employees. These stock options may be granted subject to terms ranging from one to ten years at a price equal to the fair market value of the stock at the date of grant. Stock option activity for the Company during 1995, 1994 and 1993 was as follows: Number of Shares (In thousands) 1995 1994 1993 - ----------------------------------------------------------------------------- Stock options outstanding, Granted (per share): beginning of year 4,879 2,890 2,726 1995 $19.13 to $20.50 1,349 1994 $20.13 to $21.88 2,291 1993 $23.00 1,001 Exercised (per share): 1995 $13.38 to $21.95 (153) 1994 $10.25 to $15.38 (31) 1993 $10.25 to $28.50 (721) Expired (1,060) (271) (116) ---------------------- Stock options outstanding, end of year (per share: At September 30, 1995, options were exercisable for 2.2 million shares, and 4.2 million shares were available for future option grants. The Company has a plan that provides for the sale of convertible debentures to certain officers and key employees. An aggregate of $30.0 million principal amount of debentures may be issued under the plan, which are convertible into shares of common stock after one year. At September 30, 1995, a total of $5.9 million principal amount of debentures are outstanding and convertible into 257,000 shares of common stock at $13.38 to $28.50 per share. The Company has an Employee Stock Purchase NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Xxxxx Xxxxxx Incorporated Plan (the "Plan") under which there remain authorized and available for sale to employees, at a discount of 15%, an aggregate of 2,068,000 shares of the Company's common stock. Based on the market price of common stock on the date of grant, the Company estimates that approximately 450,000 shares will be purchased in July 1996. Under the Plan, 414,000, 421,000 and 521,000 shares were issued at $17.96, $17.96 and $19.02 per share during 1995, 1994 and 1993, respectively.
