Equity Rights. The Seller acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of holders of Common Stock in the event of the Purchaser’s bankruptcy.
Equity Rights. The vesting and exercisability of any outstanding stock options or other equity awards held by Executive at the time of termination of employment will be governed by the terms of such awards.
Equity Rights. Dealer acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during Counterparty’s bankruptcy to any claim arising as a result of a breach by Counterparty of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the parties acknowledge that the obligations of Counterparty under this Confirmation are not secured by any collateral that would otherwise secure the obligations of Counterparty herein under or pursuant to any other agreement.
Equity Rights. All stock options or other equity or equity-based awards that are held by the Executive at the time of the Change in Control that have not previously become vested and (if applicable) exercisable shall, upon the Covered Termination, become immediately and fully vested and exercisable, and any repurchase or similar rights held by the Company or other restrictions on the awards shall lapse, without regard to the terms of any applicable award agreement or plan document, and such awards shall otherwise continue to apply on the same terms.
Equity Rights. (a) Upon execution of the Previous Agreement, You received 100,000 RSUs which shall vest in accordance with the terms of the EarthLink, Inc. 2006 Equity and Cash Incentive Plan, with 50,000 RSUs vesting on June 25, 2009, 25,000 RSUs vesting on June 25, 2010 and 25,000 RSUs vesting on June 25, 2011, assuming Your continued employment until each such time, or as otherwise vested pursuant to Section 6. Upon execution of the Previous Agreement, You also received (1) 700,000 stock options which vested as of September 30, 2007 and (ii) 800,000 stock options which vest over a period of four years in accordance with the terms of the EarthLink, Inc. 2006 Equity and Cash Incentive Plan, with 300,000 stock options vesting on December 31, 2008 and the remaining 500,000 stock options vesting on a monthly basis between January 1, 2009 and June 25, 2011, assuming Your continued employment until each such time, or as otherwise vested pursuant to Section 6.
(b) The stock options and restricted stock units granted by the Company to You from time to time are hereinafter collectively called the “Stock Options and RSUs.” You shall be given the period permitted under Your respective Stock Option agreements, which shall contain the material terms provided in the form attached to this Agreement, to exercise Your Stock Options after Your termination of employment.
(c) Vested Stock Options shall be exercisable for ninety (90) days following termination of employment, provided that if You are prohibited from exercising vested stock options during such ninety (90) day period due to having material non-public information about the Company, such exercise period shall be extended until ten (10) days following the date that You no longer have material non-public information about the Company, but in no event shall the vested Stock Options be exercisable beyond their latest expiration date as set forth in the respective Stock Option agreements.
Equity Rights. Dealer acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Issuer’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during Issuer’s bankruptcy to any claim arising as a result of a breach by Issuer of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the parties acknowledge that this Confirmation is not secured by any collateral that would otherwise secure the obligations of Issuer herein under or pursuant to any other agreement.
Equity Rights. As of the date of the Employee's termination under this paragraph, Employee shall be entitled to: (1) any vested portion of the Time-Vested Options and the Performance Options, which shall remain exercisable for the full term thereof and (2) that portion of the unvested Time-Vested Options which would have vested had the Employee remained employed for one (1) year beyond the date of termination shall become immediately and fully vested and exercisable and shall remain exercisable for the full term thereof. The remainder of the Time-Vested Options and Performance Options shall be forfeited.
Equity Rights. As further consideration for the grant of the license rights set forth in this Agreement, Licensee hereby agrees to issue and sell to University, on the price and terms, for the number and type of equity securities of Licensee, and rights to acquire equity securities of Licensee, and with such other related rights, preferences and privileges with respect to such equity securities, all as set forth on Schedule 3.
Equity Rights. As of the date of the Executive's termination under this paragraph (a):
(A) Any unvested portion of the Time-Vested Option shall become immediately and fully vested and exercisable, and shall remain exercisable for the full term thereof.
(B) Any unvested portion of the First Premium Option and the Second Premium Option (together, the "Premium Options") for which the exercise price per share (as provided in Sections 5(b) and 5(c) hereof) is less than or equal to the Fair Market Value (as defined below) per share of the Common Stock as of the date of the Executive's termination of employment under this paragraph (a) shall become immediately and fully vested and exercisable. Any shares subject to the Premium Options that become vested and exercisable in accordance with the foregoing shall remain exercisable from the date of such termination of employment until the date that is 90 days following the date that such shares would otherwise have become vested and exercisable in accordance with the vesting schedule set forth in Section 5 hereof in the absence of the foregoing acceleration of vesting. For the purposes of this Agreement, the "Fair Market Value" of the Common Stock as of a given date shall be the average closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on the NASDAQ National System for the 15 trading days ending with the applicable date.
(C) Any unvested portion of the Premium Options for which the exercise price per share (as provided in Section 5 hereof) is greater than the Fair Market Value per share of the Common Stock on the date of the Executive's termination of employment under this paragraph (a) shall be forfeited; PROVIDED, HOWEVER, that in the event that the cumulative total return on the Common Stock for the period beginning on the IPO Date and ending on the date of the Executive's termination of employment under this paragraph (a) equals or exceeds the Target Peer Group Return (as defined below), then all of such unvested portion of the Premium Options that would otherwise have been forfeited shall instead become immediately and fully vested and exercisable. Any shares subject to the Premium Options that become vested and exercisable in accordance with the foregoing shall remain exercisable from the date of such termination of employment until the date that is 90 days following the date that such shares would otherwise have become fully vested in accordance with the vesting schedule set for...
Equity Rights. As of the date of the Executive's termination under this paragraph (c):
(A) Any unvested portion of the Time-Vested Option shall become immediately and fully vested and exercisable, and shall remain exercisable for the full term thereof.
(B) Any unvested portion of the Premium Options shall be forfeited, PROVIDED, HOWEVER, that in the event the Executive's Disability or death occurs within six months prior to the date that any portion of the Premium Options are scheduled to vest in accordance with Section 5 hereof (the "Scheduled Portion") and the Fair Market Value of the Common Stock as of the date of Disability or death equals or exceeds the exercise price per share of the shares subject to the Scheduled Portion, then the Scheduled Portion shall become immediately and fully vested and exercisable and shall remain exercisable for the full term thereof.
