Modification of Services Credit Union reserves the right to modify the Service from time to time without making prior notice to Member, provided, however, that Credit Union will give you at least thirty (30) days notice prior to making any modifications to the Service that would materially alter their functionality.
Evaluation of Students Acknowledging the District’s adopted grading system, the teacher shall maintain the right and responsibility to determine grades and other evaluation of a student. No grade or evaluation shall be changed except by the teacher with the approval of the building administrator.
Acceleration of Options One hundred (100%) percent of the Executive’s outstanding, unvested options, restricted stock and/or equity awards (“Equity Awards”) shall, immediately prior to the consummation of the Change in Control, become fully and immediately vested to the extent not already so provided under the terms of such Equity Awards; provided, however, that if the acquirer in a Change in Control grants Equity Awards having (in the reasonable opinion of the Board) a value at least equal to the value of Executive’s then-unvested Company Equity Awards, then 50% of the Executive’s outstanding, unvested Company Equity Awards shall become fully and immediately vested immediately prior to the consummation of the Change in Control (and the remaining 50% shall terminate upon the consummation of the Change in Control). Notwithstanding any provisions of the stock option plan or stock option agreement pursuant to which any stock options subject to the preceding sentence were granted, the Executive shall be entitled to exercise such Equity Awards until three years from the date of termination of employment or the expiration of the stated period of the Equity Award, whichever period is the shorter.
Treatment of Stock Options At the Effective Time, with respect to each outstanding option to purchase Shares (a “Company Option”) under the Company Stock Plans, whether vested or unvested, (x) if the exercise price of such Company Option is equal to or greater than the Cash Election Consideration, such Company Option shall terminate and be cancelled as of immediately prior to the Effective Time, without any consideration being payable in respect thereof, and have no further force or effect, and (y) if the exercise price of such Company Option is less than the Cash Election Consideration, thirty percent (30%) of such Company Options held by each holder thereof (rounded to the nearest whole share), other than any Company Option that is not held by a Company Employee and any Company Option held by a non-employee Director, shall be deemed to be “Rollover Options” and the remaining Company Options (other than Company Options cancelled pursuant to clause (x) above) shall be deemed to be “Cash-Out Options”. At the Effective Time, automatically and without any required action on the part of the holder thereof:
(i) each such Cash-Out Option shall terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive, in accordance with this Section 4.6(a), a lump sum cash payment in the amount equal to (i) the number of Shares subject to the Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the dollar value of the Cash Election Consideration (the “Cash Award Consideration”), over the applicable exercise price (the “Option Payment”). The Option Payment (if any) payable under this Section 4.6(a) to each former holder of a Company Option that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Company’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than ten (10) Business Days thereafter), net of any Taxes withheld pursuant to Section 4.2(h); and
(ii) each Rollover Option shall be assumed and converted automatically into a fully-vested option (an “Adjusted Stock Option”) to purchase, on substantially the same terms and conditions (other than vesting) as were applicable under such Rollover Option immediately prior to the Effective Time, the number of shares of Series C Common Stock (rounded down to the nearest whole number of shares) equal to the product of (A) the number of Shares subject to such Rollover Option immediately prior to the Effective Time, multiplied by (B) the Option Exchange Ratio, which Adjusted Stock Option shall have an exercise price per share of Series C Common Stock equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per Share subject to such Rollover Option immediately prior to the Effective Time, by (y) the Option Exchange Ratio. The “Option Exchange Ratio” shall equal the quotient (rounded to four decimal places) obtained by dividing (i) the weighted average price of the Class A Shares on the NASDAQ on the Trading Day immediately prior to the date of the Effective Time by (ii) the Average Parent Stock Price.
Acquisition of Stock by Third Party Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;
Establishment and Designation of Shares The Series and classes of Shares existing as of the date of this Declaration of Trust are those Series and classes that have been established under the Prior Declaration of Trust and not heretofore terminated which are indicated on Schedule A attached hereto and made a part hereof ("Schedule A"). The establishment of any additional Series (or class) of Shares shall be effective upon the adoption by the Trustees of a resolution that sets forth the designation of, or otherwise identifies, such Series (or class), whether directly in such resolution or by reference to, or approval of, another document that sets forth the designation of, or otherwise identifies, such Series (or class) including any registration statement of the Trust or such Series (or class), any amendment and/or restatement of this Declaration of Trust and/or Schedule A or as otherwise provided in such resolution. Upon the establishment of any additional Series (or class) of Shares or the termination of any existing Series (or class) of Shares, Schedule A shall be amended to reflect the addition or termination of such Series (or class) and any officer of the Trust is hereby authorized to make such amendment; provided that amendment of Schedule A shall not be a condition precedent to the establishment or termination of any Series (or class) in accordance with this Declaration of Trust. The relative rights and preferences of the Shares of the Trust and each Series and each class thereof shall be as set forth herein and as set forth in any registration statement relating thereto, unless otherwise provided in the resolution establishing such Series or class. Shares of each Series (or class) established pursuant to this Section 6, unless otherwise provided in the resolution establishing such Series (or class) or in any registration statement relating thereto, shall have the following relative rights and preferences:
Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation By entering into this Agreement and accepting the Performance Stock Units evidenced hereby, the Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the Award does not create any contractual or other right to receive future grants of Awards; (iii) that participation in the Plan is voluntary; (iv) that the value of the Performance Stock Units is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (v) that the future value of the Common Stock is unknown and cannot be predicted with certainty.
Exercise of Option and Provisions for Termination (a) Except as otherwise provided herein and subject to the right of cumulation provided herein, this option may be exercised, prior to the tenth anniversary date, as to not more than the following number of shares covered by this option during the respective periods set forth below: No shares from and after the date of grant and prior to the first anniversary date; shares from and after the first anniversary date and prior to the second anniversary date; shares from and after the second anniversary date and prior to the third anniversary date; shares from and after the third anniversary date and prior to the fourth anniversary date; shares from and after the fourth anniversary date. The right of exercise provided herein shall be cumulative so that if this option is not exercised to the maximum extent permissible during any such period it shall be exercisable, in whole or in part, with respect to all shares not so purchased at any time during any subsequent period prior to the expiration or termination of this option. This option may not be exercised at any time after the tenth anniversary date.
(b) Subject to the conditions hereof, this option shall be exercisable by the Participant giving written notice of exercise to the Company, specifying the number of shares to be purchased and the purchase price to be paid therefor and accompanied by payment in accordance with Section 4 hereof. Such exercise shall be effective upon receipt by the Treasurer of the Company of the written notice together with the required payment. The Participant shall be entitled to purchase less than the number of shares covered hereby, provided that no partial exercise of this option shall be for less than 10 whole shares.
(c) Except as provided in Section 3(f) below, if the Participant’s [director of] [employment with] with the Company [or one of its subsidiaries] terminates for any reason, other than retirement, change of control, total disability or death, this option shall immediately terminate; provided, however, that any portion of this option which was otherwise exercisable on the date of such termination of [directorship] [employment] may be exercised within the three-month period following the date of termination, but in no event after the tenth anniversary date. If the Participant dies during such three-month period, any portion of this option that was exercisable by the Participant on the date of his or her death shall be exercisable by the Participant’s personal representatives, heirs or legatees for the remainder of such three-month period.
(d) If the Participant dies while [a director] [an employee or otherwise in the service of the Company or any subsidiary] of the Company, any portion of this option that was exercisable by the Participant on the date of death shall be exercisable by the Participant’s personal representatives, heirs or legatees until the tenth anniversary date.
(e) In the event the Participant’s [services as a director of] [employment with] the Company [or one of its subsidiaries] terminates by reason of the Participant’s (i) retirement or (ii) total disability, any portion of this option that was exercisable by the Participant on the date of such termination shall be exercisable by the Participant at any time prior to the tenth anniversary date. If the Participant dies before the tenth anniversary date, this option shall be exercisable by the Participant’s personal representatives, heirs or legatees until the tenth anniversary date, to the same extent that the Participant could have exercised this option on the date of his or her death. For purposes of this Section 3(e), “retirement” shall mean the Participant’s voluntary termination of [membership on the Board of Directors either (i)] [employment with the Company or any subsidiary of the Company] at age 62 or above and after a minimum of five years of service as an employee of the Company or any of its subsidiaries [or (ii) after a minimum of nine years of service as a director of the Company], and “total disability” shall mean a disability which, in the reasonable opinion of the Board of Directors, renders the Participant unable or incompetent to carry out the Participant’s duties, responsibilities and assignments for a period of ninety (90) consecutive days.
(f) In the event of the Participant’s voluntary termination of [membership on the Board of Directors] [employment with the Company or any subsidiary] of the Company, other than as a result of retirement or total disability, the Board of Directors may, by giving written notice to the Participant, provide that any portion of this option that was otherwise exercisable on the date of termination of the Participant’s [directorship] [employment] may be exercised within a one year period following the date on which the Participant ceased to be [a director] [so employed] as set forth in written notice to the Participant, but in no event after the tenth anniversary date. If the Participant dies during such period, this option shall be exercisable by the Participant’s personal representatives, heirs or legatees, to the same extent that the Participant could have exercised this option on the date of his or her death. This option or any unexercised portion hereof shall terminate unless so exercised prior to the expiration of ten years from the date of its grant. [Employees only — In the event that a Participant ceases to be employed by the Company or a Company subsidiary, incurring a termination of employment, and immediately is engaged by the Company or a Company subsidiary as a consultant, any portion of this option that was not exercisable by the Participant on the date of such termination shall immediately terminate on the date of the termination of employment and any portion of this option that was exercisable by the Participant on the date of such termination shall remain exercisable until the date determined under Section 3(c), (d), (e) or (g) hereof, as if the Participant did not incur a termination of employment until the Participant ceases to be a consultant.]
(g) [Employee only — In the event the Participant’s employment with the Company or one of the Company’s subsidiaries terminates by reason of a change of control, any portion of this option that was exercisable by the Participant on the date of such change of control shall be exercisable by the Participant at any time until the date one year after such change of control, but in no event after the tenth anniversary date. If the Participant dies during such one-year period, this option shall be exercisable by the Participant’s personal representatives, heirs or legatees for the remainder of the one-year period, to the same extent that the Participant could have exercised this option on the date of his or her death. The Participant’s employment will have terminated by reason of the change of control if (i) the Participant continues to be engaged as an employee or consultant with a Company subsidiary after the Company ceases to have effective voting control of such subsidiary, or (ii) the Participant ceases to be employed or engaged as a consultant by the Company or a Company subsidiary in connection with the sale or other disposition by the Company of all or substantially all of the assets of a component of the Company or a Company subsidiary, whether such component is a subsidiary, unit, work location, line of business or otherwise. The Committee, in its sole discretion, shall determine whether a Participant’s termination of employment is by reason of a change of control.] [Director only — In the event of a change in control of the Company, and the Participant is removed as a director of the Company in connection with the change in control, any portion of this option that was otherwise exercisable on the date of the Participant’s removal shall be exercisable by the Participant at any time until the first anniversary of such change in control, but in no event after the tenth anniversary date. If the Participant dies during such one-year period, this option shall be exercisable by the Participant’s personal representatives, heirs or legatees for the remainder of the one-year period or the tenth anniversary date, if earlier. For purposes of this Section 3(g), a “change in control” of the Company shall be deemed to have taken place if: (i) a third person, including a “person” as defined in Section 13(d)(3) of the Exchange Act becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the total number of votes that may be cast for the election of the directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger, consolidation or other business combination, sale of assets or one or more contested elections, or any combination of the foregoing transactions (a “Transaction”) the persons who were directors of the Company immediately prior to the Transaction shall cease to constitute a majority of the Board of Directors of the Company or of any successor to the Company.]
(h) For purposes of this Agreement, the Participant shall be deemed to have a terminated employment or incurred a termination of employment upon (i) the date the Participant ceases to be employed by, or to provide consulting services for, the Company, any Company subsidiary, or any corporation (or any of its subsidiaries) which assumes the Participant’s award in a transaction to which section 424(a) of the Code applies; or (ii) the date the Participant ceases to be a Board member, provided, however, that if the Participant (x), at the time of reference, is both an employee or consultant and a Board member, or (y) ceases to be engaged as an employee, consultant or Board member and immediately is engaged in another of such relationships with the Company or any Company subsidiary (other than an employee who becomes a consultant), the Participant shall not be deemed to have a “termination of employment” until the last of the dates determined pursuant to subparagraphs (i) and (ii) above. The Committee, in its discretion, may determine whether any leave of absence constitutes a termination of employment for purposes of this Agreement and the impact, if any, of any such leave of absence on this option.
Limitations on Rights Associated with Units The Participant shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Stock Units and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate.
Aggregation of Stock All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.
