Employee Stock Options Except as provided in this Agreement or pursuant to the provisions of any Plan or employee or director stock option agreement as in effect on the date hereof, from the date hereof Company will not accelerate the vesting or exercisability of or otherwise modify the terms and conditions applicable to the Employee Stock Options. At the Effective Time, each of the Employee Stock Options which is outstanding and unexercised at the Effective Time shall be converted automatically into an option to purchase Parent Shares in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the stock option plans of Company governing the Employee Stock Options (the "Company Stock Option Plans")):
(1) The number of Parent Shares to be subject to the new option shall be equal to the product of the number of Shares subject to the original option and the Exchange Ratio, PROVIDED that any fractional Parent Shares resulting from such multiplication shall be rounded down to the nearest share and, except with respect to any options which are intended to qualify as "incentive stock options" (as defined in section 422 of the Code ("ISOs")), Parent shall pay an amount in cash to the holder of such Employee Stock Option equal to the fair market value immediately prior to the Effective Time of such fractional Parent Shares calculated based on the average closing price on the New York Stock Exchange for the last five trading days immediately preceding the day prior to the Effective Time; and
(2) The exercise price per Parent Share under the new option shall be equal to the aggregate exercise price of the original option divided by the total number of full Parent Shares subject to the new option (as determined under (1) immediately above), PROVIDED that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any ISOs shall be and is intended to be effected in a manner that is consistent with section 424(a) of the Code. The duration and other terms of the new option shall be the same as that of the original option, except that all references to Company shall be deemed to be references to Parent. Parent shall file with the SEC a registration statement on Form S-8 (or other appropriate form) or a post-effective amendment to the Registration Statement as promptly as practicable after the Effective Time for purposes of registering all Parent Shares issuable after the Effective Time upon exercise of the Employee Stock Options, and shall have such registration statement or post-effective amendment become effective and comply, to the extent applicable, with state securities or blue sky laws with respect thereto at the Effective Time.
Disability of Optionee If the Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, this Option may be exercised for a period of twelve (12) months after the date of such termination (but in no event later than the expiration date of this Option as set forth in the Notice of Grant) to the extent that the Option is vested on the date of such termination. To the extent that Optionee does not exercise this Option within the time specified herein, the Option shall terminate.
Employee Options A regular employee who is subject to displacement shall have the right to select one of the following options. Upon written presentation of the options, the employee shall have 3 full working days to select an option. This time limit may be extended by the mutual agreement of the Parties:
(a) accept training, if applicable; or
(b) accept placement in a vacant position, either within or outside the bargaining unit, in accordance with the provisions of this Article; or
(c) exercise the bumping rights referred to in this Article; or
(d) accept layoff, retaining the right to recall and to severance pay in accordance with this Agreement; or
(e) accept severance in accordance with Article 9.03 of this Agreement.
Optionee Whenever the word “Optionee” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative or beneficiary to whom this Option may be transferred by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined in Code section 414(p), the word “Optionee” shall be deemed to include such person.
Danish Stock Option Act By accepting this Award, the Participant acknowledges that he or she has received a Danish translation of an Employer Statement, which is being provided to comply with the Danish Stock Option Act.
Nonstatutory Stock Option If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.
Employee Stock Unless otherwise approved by the Board of Directors, including at least one of the Preferred Directors, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal quarterly installments over the following thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the Board of Directors, including at least one of the Preferred Directors, the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.
Nonqualified Stock Options If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.
Re-employment Rights (1) Re-employment of Faculty Members on layoff status will be administered by the College in accordance with the then-applicable provisions of the Education Code.
(2) Faculty Members on layoff who wish to be re-employed shall keep Human Resources apprised in writing of their current mailing addresses and telephone numbers, and of any changes in their qualifications.
(3) When actual vacancies occur in any Faculty Service Area, the District shall notify, in seniority order, the laid-off Faculty Member(s) in such Faculty Service Area. This notice shall be sent by certified mail to the Faculty Member's current mailing address on file with Human Resources forty-five (45) days before the contemplated first day of re- employment of the Faculty Member or immediately upon the District learning of such vacancy if within forty-five (45) days of the course/assignment beginning date. The notified Faculty member shall notify the District in writing of his/her acceptance or rejection within ten (10) days of mailing by the District. Failure to do so shall mean the Faculty Member has waived his/her reappointment right to the vacancy stated in the notice from the District. Such Faculty Member shall retain the Faculty Member's seniority position on that Faculty Service Area list for the period of time provided by the Education Code.
(4) As to any Faculty Member who is re-employed, the period of absence shall be treated as a leave of absence and shall not be considered as a break in the continuity of service, and such Faculty Member shall retain all rights to contract or regular status, as the case may be, in accordance with the applicable provision of the Education Code, including the requirement of four (4) years' active service for eligibility to move from a contract position to a regular position.
(5) All partially or completely laid-off Faculty Members, upon any partial reinstatement, shall be paid the pro-rata salary equivalent to their step and column placement on the permanent salary schedule at the time of their layoff.
Nonqualified Stock Option The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.
