Option Repricing. The Company will cause all options and warrants previously issued to Employee in connection with Employee’s employment with the Company to be repriced effective May 1, 2009 with a new exercise price of $0.004 per share.
Option Repricing. Effective as of no later than two (2) days prior to the Closing, the Company shall take all actions that are necessary and appropriate to cause (a) each Company Option listed on Schedule 5.12 and (b) any other Company Option that is eligible for the correction procedures under IRS Notice 2008-113 and that Parent, after consultation with the Company, determines prior to the Closing to have a per share exercise price less than the per share fair market value of Company Common Stock as of the date such Company Option is granted pursuant to applicable Legal Requirements (each, an “Eligible Reprice Option”) to be amended to increase the per share exercise price of such Eligible Reprice Option to equal the per share fair market value of Company Common Stock (as determined pursuant to an independent valuation report obtained by the Company) as of the date such Eligible Reprice Option is considered granted pursuant to applicable Legal Requirements (the “Option Repricing”). As consideration for the Option Repricing, each holder of an Eligible Reprice Option shall receive consideration from the Company that the Company, in consultation with Parent, deems reasonable and appropriate, and each such holder shall execute and deliver to Parent no later than two (2) days prior to the Closing a release of claims that is effective no later than the Closing and in a form mutually satisfactory to Parent and the Company (the “Repricing Release”). The Option Repricing shall be conducted in a manner that is consistent with IRS Notice 2008-113. All notices, consents, agreements and other documentation (including the form of Repricing Release) in connection with the Option Repricing shall be subject to the reasonable review and approval of Parent, which approval shall not be unreasonably withheld or delayed.
Option Repricing. (a) Effective as of no later than two days prior to the Effective Time, the Company shall take all actions that are necessary to increase the per share exercise price of each Designated Option with the increased per share exercise price to be equal to a price that Acquirer reasonably determines is not less than the fair market value per share on such Designated Option’s date of grant (the “Repricing”). The Repricing shall be conducted in a manner that is consistent and compliant with IRS Notice 2008-113. All notices, consents, amendments, resolutions, agreements and other documentation in connection with the Repricing shall be subject to the reasonable review and approval of Acquirer.
Option Repricing. As an additional one-time severance benefit, in the event that the Company reprices option grants for current employees during the term of the Consulting Agreement, or, if later, by the First Anniversary (except in the event that you terminate the Consulting Agreement for convenience, or the Company terminates the Consulting Agreement for material breach, including due to a Conflict), all of your options for which repricing will reduce the exercise price will also be subject to such repricing, with no other changes to the option agreements.
Option Repricing. On or before December 15, 2017, the Company will undertake to complete the repricing of all options granted on January 24, 2017 and March 30, 2017 (the “Prior Grants”) by increasing the exercise price of each Prior Grant to be $1.52 per share, the fair market value of a share of the Company’s common stock on the date of grant of the Prior Grants, as determined by the Board in reliance on an independent valuation report with a valuation date of December 31, 2016, and which the Board subsequently determined to be the fair market value as of the grant date, and to take all necessary actions to communicate the terms of, and obtain the consent to, the terms of the repricing from the the holders of the Prior Grants.
Option Repricing. As to any Award granted as an option to purchase Shares or an appreciation right payable in Shares, the Committee is authorized to subsequently reduce the applicable exercise price relating to such Award, or take such other action as may be considered a repricing of such Award under generally accepted accounting principles.
Option Repricing. Except for adjustments pursuant to Section 6.2, the Committee shall not reprice any stock options unless such action is approved by the Company’s stockholders. For purposes of the Plan, the term “reprice” shall mean the granting of a stock option(s) to a Participant in exchange for such Participant’s agreement to cancel a higher-priced stock option(s) that was previously granted to such Participant.
