Management Options. The parties agree that options to purchase ------------------ up to an aggregate number of Shares that equals 5% of the authorized share capital of the Company immediately after the "First Closing" under the Subscription Agreement (taking into account the amendments to the Memorandum and Articles of Association of the Company contemplated by the Subscription Agreement) at a price per Share to be agreed-to by the Board may be issued upon the unanimous decision of the Board to members of senior management of the Company pursuant to a management stock option plan to be adopted by the Board (the "Management Options").
Management Options. The Stockholders may grant to any or all of the employees of or consultants to, Video or IPL or their respective subsidiaries immediately prior to the Merger, options (the "Management Options") to purchase up to 721,529 Shares (including the grants contemplated in Section 4 below). and may sell the Shares underlying the Management Options to the holders of the Management Options upon the exercise thereof; provided, however, that any such grant shall be and may be, made in accordance with Section 7.7 of the Merger Agreement or pursuant to Section 4 below.
Management Options. On or after the Effective Date, the New Board will support the implementation of a stock-based management incentive plan which will provide for distributions not exceeding 10%, in the aggregate, on a fully-diluted basis.
Management Options. Xxxxxx shall cause BDPH, acting through its Board of Directors or a duly authorized committee thereof, to take all required action under the 1996 Stock Purchase and Option Plan of BDPH (the "Option Plan") and the outstanding options thereunder so that, at the Closing, all such options shall be cancelled (unless otherwise agreed prior to Closing with respect to a specific holder or specific holders among MergerCo, Xxxxxx and each such holder). At or prior to the Closing, the Option Plan will be terminated and no further stock awards, stock options or stock appreciation rights will be granted thereunder subsequent to the Closing Date.
Management Options. Purchaser agrees to grant on the Closing Date stock options (the "Options") for an aggregate of 50,000 shares of common stock of Purchaser to the persons and in the amounts set forth on Schedule 7.2. The Options shall be granted under Purchaser's Amended and Restated 1997 Stock Option Plan at the fair market price of Purchasers' common stock on the Closing Date and shall be incentive stock options (to the extent permitted under applicable law). Those persons receiving any Options shall execute on or before Closing stock option agreements pursuant to Purchaser's Amended and Restated 1997 Stock Option Plan.
Management Options. 2.3(a)(ii) Material Adverse Effect..................................................2.7
Management Options. Except for the Management Options specified prior to the Effective Time in a written agreement (the “Award Agreement”) between the Company and the holder of any such Management Options (collectively, “Rollover Options”), at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each outstanding Management Option (regardless of whether such option is at such time otherwise exercisable) shall be cancelled in exchange for a payment in cash (less applicable withholding taxes) of an amount (the “Option Cancellation Amount”) equal to the product of (i) the excess, if any, of the Per Share Common Stock Merger Consideration over the per share exercise price of such Management Option, multiplied by (ii) the number of shares of Company Common Stock issuable upon the exercise of such Management Option. Each Management Option that is cancelled in exchange for the Option Cancellation Amount shall also receive a Pro Rata Interest in the Escrow Amount multiplied by the number of shares of Company Common Stock issuable upon the exercise of such Management Option at the Effective Time.
Management Options. A management stock option program for approximately 10% of the equity in Parent will have been implemented pursuant to Non-Qualified Stock Option Agreements substantially in the form of Exhibit 4.2(d) hereto.
Management Options. Options to purchase Common Stock issued to or to be issued to employees of the Company and/or its Subsidiaries to purchase up to 592,189 shares in the aggregate of the Common Stock on a fully diluted basis pursuant to a stock option or benefit plan described in Section 4.04(m) of this Agreement adopted by the Company and approved by a majority of the disinterested members of the Company’s board of directors. MassMutual Investors. This term is defined in the preamble of this Agreement.
Management Options. (a) At or prior to Closing, Company will grant options (or reserve shares for future options to be granted) to Company's employees to acquire up to an aggregate of *** shares of Company's common stock, representing up to *** of the capital stock of Company on a fully-diluted basis. The options will be distributed among Company's employees as mutually agreed by Company's President and Chairman, subject to the approval of Purchaser. The employees shall receive the option to purchase that number of shares of the Common Stock of the Company as set forth on Exhibit 5.3 attached hereto.
(b) The options will be issued pursuant to Company's existing stock option plan, which may be amended by Company as necessary to comply with CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION the terms of this Agreement. The options will be issued at a strike price of not less than $*** per share. All options will vest over *** on a monthly pro-rata basis beginning *** after the grant date.
(c) Company will account for any compensation expense resulting from the issuance of the options in a period ending at or before the Closing Date.
