Non-Employee Directors’ Stock Options Sample Clauses

Non-Employee Directors’ Stock Options. As determined by the EWS Committee in its sole discretion pursuant to its authority under the applicable EWS Share Plan and subject to the specific provisions of the governing award agreement, each Old EWS Option held by individuals who are or were serving as non-employee directors of EWS shall be treated as follows:

Non-Employee Directors’ Stock Options. Effective not later than the Close of the Distribution Date, SpinCo shall cause the non-employee directors of SpinCo who were previously non-employee directors of Acuity to be eligible to be covered by the SpinCo Long-Term Incentive Plan. All outstanding options held by non-employee directors of SpinCo who were previously non-employee directors of Acuity shall remain as stock options for Acuity Common Stock under the Acuity Long-Term Incentive Plan and shall be adjusted as provided in the fourth paragraph of Section 6.3(a) by the applicable Conversion Formula. The director’s continuing service with SpinCo shall be treated as employment with the Acuity Group for purposes of vesting and exercisability of the options.

Non-Employee Directors’ Stock Options. Each non-employee director who holds outstanding stock options (the "Director Options") under the Amended and Restated Non- Employee Directors' Stock Option Plan (the "Directors Plan") shall be entitled to elect either (i) to receive at the Effective Time from the Surviving Corporation an amount in cash equal to the product of (A) the number of shares of Company Common Stock previously subject to the Director Option and (B) the excess of the All Cash Amount over the exercise price per share of Company Common Stock previously subject to the Director Option or (ii) to have the holder's Director Options be assumed by Parent and each such Director Option deemed to constitute an option to acquire, generally on the same terms and conditions as were applicable under such Director Option prior to the Effective Time, the number of shares of Parent Class A Common Stock (using the All Stock Amount) as the holder of such Director Option would have been entitled to receive pursuant to the Merger in respect of such Director Option had such holder exercised such Director Option in full immediately prior to the Effective Time, at the exercise price per share equal to the exercise price per share applicable to such Director Option; provided, that the number of shares of Parent Class A Common Stock that may be purchased upon exercise of any such Director Options shall not include any fractional shares and, upon exercise of any such Director Options, a cash payment shall be made for any fractional shares based upon the last sale price per share of Parent Class A Common Stock on the trading day immediately preceding the date of exercise. Within ten Business Days after the Effective Time, Parent shall cause to be delivered to each holder of an outstanding Director Option an appropriate notice setting forth such holder's rights pursuant thereto, and such Director Options (as adjusted to the extent provided herein) shall continue in effect on the terms and conditions specified in the Directors Plan. Parent shall or shall cause the Surviving Corporation to assume the Directors Plan, and to make any amendments thereto as may be necessary or appropriate to implement the provisions of this Section 2.6(a). Parent shall cause Parent Class A Common Stock subject to Director Options to be registered under the Securities Act. Parent has reserved sufficient shares of Parent Class A Common Stock to satisfy its obligations under this Section 2.6(a).