Existing Stock Options. (a) Each option or right to acquire Shares (the "EXISTING STOCK OPTIONS") granted under any stock option or similar plan of the Company or under any agreement to which the Company or any Subsidiary is a party (other than stock purchase rights under the Company's Employee Stock Purchase Plan) (the "STOCK OPTION PLANS") which is outstanding on the date that the amendment to Schedule TO reporting the initial acceptance by Purchaser of the Shares tendered in the Offer is filed with the SEC (the "ACCEPTANCE DATE"), whether or not then exercisable or vested, shall by virtue of the Merger and without any action on the part of the Company or the holder thereof, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, of the Merger Consideration over the per share exercise or purchase price of such Existing Stock Option. On and after the date hereof, the Company shall grant no additional options or rights to acquire Shares under the Stock Option Plans. On the Acceptance Date, each holder of an Existing Stock Option shall be entitled to receive, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise or purchase price of such Existing Stock Option and (ii) the number of Shares subject to such Existing Stock Option (such amount being hereinafter referred to as the "OPTION CONSIDERATION") and each Existing Stock Option shall be canceled on the Acceptance Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Existing Stock Option. The Stock Option Plans shall terminate as of the Acceptance Date. In addition, the Company shall take such actions as are reasonably necessary so that (1) no offering period under the Company's Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN") commences after the date hereof, (2) any offering period under the Stock Purchase Plan which commenced on or prior to the date hereof is terminated prior to the Acceptance Date and (3) all funds contributed by employees of the Company or its Subsidiaries under the Stock Purchase Plan...
Existing Stock Options. The Company has issued to the Employee options to purchase shares of the Company's Common Stock pursuant to the terms of various Option Agreements and the terms of the Company's 1998 Stock Incentive Plan (the "Outstanding Option Grants"). The options issued or to be issued under the Outstanding Option Grants shall continue to be subject to the terms of the Option Agreements, except to the extent otherwise provided for in this Agreement.
Existing Stock Options. 8 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Existing Stock Options. At the Effective Time (or at such earlier time as Sub shall designate, which time may be immediately prior to the acceptance of Shares pursuant to the Offer), each holder of a then outstanding option to purchase Shares, whether or
Existing Stock Options. The 9,750 vested stock options held by the Consultant as of the Effective Date of this Agreement to purchase shares of common stock of the Company shall remain outstanding and exercisable in accordance with their terms, and the Consultant had three months following the Effective Date to exercise his incentive stock options.
Existing Stock Options. Of the Stock Options granted to Executive in May 2002 under the Company's 2002 Stock Incentive Plan that are not vested or exercisable as of the Effective Date, fifty percent (50%) of such Stock Options will become vested and exercisable on the Effective Date, and all remaining Stock Options shall become fully vested and exercisable on the first anniversary of the Effective Date. All unvested Stock Options discussed in this Section 7 are subject to the acceleration provisions contained within this Agreement.
Existing Stock Options. At various times during his employment, Executive was granted options to purchase FIC common stock. Executive currently holds the number of options reflected on Exhibit A-1 hereto. FIC agrees (a) that any termination of Executive’s employment will be treated as a retirement for purposes of the option grants listed on Exhibit A-1 hereto and (b) that in the event Executive’s employment terminates before January 1, 2005, pursuant to Section 4 or Section 6 of this Agreement otherwise than due to Executive’s death, FIC will take all action necessary to extend the exercise period of the options listed on Exhibit A-1 through December 31, 2005. All other terms and provisions of the options listed on Exhibit A-1 as set forth in the option agreements reflecting those option grants will remain in full force and effect. To the extent any of the foregoing actions require the amendment of outstanding option agreements, by execution of this Agreement, Executive consents to such amendments. Executive agrees that amounts treated as compensation upon exercise of the options listed on Exhibit A-1 shall be subject to withholding as supplemental wage payments for federal income tax purposes and the income taxes of the appropriate state. The payments also shall be subject to withholding for employment tax purposes.
Existing Stock Options. This Agreement is not intended to modify the terms of any of Xxxxx’x outstanding stock option agreements with the Company.
Existing Stock Options. The Company expressly acknowledges that it will honor Executive’s previously awarded stock options, which are set forth as follows: 125,000 10/1/2011 9/30/2014 $0.60 125,000 8/8/2012 8/7/2015 $2.00 225,000 10/22/2013 10/21/2016 $2.00 225,000 2/18/2015 2/17/2018 $2.00 The terms and conditions of the stock options awards addressed above shall remain in full force and effect independent of any ISO.
Existing Stock Options. The Company and Executive shall enter into an Amended and Restated Stock Option Agreement, substantially in the form attached hereto as Exhibit B and incorporated by reference herein, with respect to Executive's existing option to purchase 750,000 shares.
