Options and Grants Sample Clauses

Options and Grants. Notwithstanding any provision in this Agreement to the contrary, should the current President of the Company be replaced or terminated prior to the Initial Expiration Date, any stock options or grants given to Employee pursuant to an executed agreement between the Company and Employee shall promptly vest if, prior to the Initial Expiration Date: - (i) Employee is also replaced or terminated; or (ii) The duties of Employee with the Company or compensation from the Company changes in any material respect. Within ninety (90) days after the President is replaced, Employee makes a reasonable good faith determination that due solely to specified action or inaction of such replacement, he cannot effectively discharge the duties delineated herein. To be effective, such determination by Employee must be provided to the Company in a writing which sets forth the factual basis of such action or inaction by the replacement President.
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Options and Grants. Subject to execution of this Agreement, Executive shall be granted as of the date of execution of this Agreement, an option (the "Stock Option") to purchase 60,000 shares of Endorex's Common Stock (the "Option Shares") at a price per share equal to the Closing Price of the Company's Common Stock on the date of execution of this Agreement [vesting and becoming exercisable as to 25% of the Option Shares on the first anniversary of the grant of the Stock Option and then an additional 25% each yearly anniversary thereafter, as long as Executive is employed by Endorex on such vesting dates]. The Stock Option shall be granted under the terms of the Company's Amended and Restated 1995 Omnibus Incentive Plan (the "Plan") and the terms of the Company's standard Stock Option Agreement, which Executive must agree to and sign as a condition of receiving the Stock Option. The grant of the Stock Option shall not preclude the participation of the Executive in any other stock grant or option plan of the Company which the Board may grant from time to time.
Sample 1
Options and Grants. Notwithstanding any provision in this Agreement to the contrary, should the current President of the Company be replaced or terminated prior to the Initial Expiration Date, any stock options or grants given to Employee pursuant to an executed agreement between the Company and Employee shall promptly vest if, prior to the Initial Expiration Date: (i) Employee is also replaced or terminated; (ii) The duties of Employee with the Company or compensation from the Company changes from that specified in this Agreement in any material respect; or (iii) Within ninety (90) days after the president is replaced, Employee makes a reasonable good faith determination that due solely to specified action or inaction of such replacement, he cannot effectively discharge the duties delineated herein, and as a result terminates his employment with the Company. To be effective, such determination by Employee must be provided to the Company in a writing which sets forth the factual basis of such action or inaction by the replacement President.
Sample 1
Options and Grants. Subject to execution of this Agreement, Executive shall be granted as of the date of execution of this Agreement, an option (the "Stock Option") to purchase 100,000 shares of Endorex's Common Stock (the "Option Shares") at a price per share equal to the Closing Price of the Company's Common Stock on the date of execution of this Agreement and vesting and becoming exercisable as to 18,750 Option Shares on the first anniversary of the grant of the Stock Option and then an additional 18,750 each yearly anniversary for the next three (3) years for a total of 75,000 share options as long as Executive is employed by Endorex on such vesting dates. The remaining 25,000 option shares will vest solely upon completion of the Business Development Milestone identified in Section 4(a). The Stock Option shall be granted under the terms of the Company's Amended and Restated 1995 Omnibus Incentive Plan (the "Plan") and the terms of the Company's standard Stock Option Agreement, which Executive must agree to and sign as a condition of receiving the Stock Option. The grant of the Stock Option shall not preclude the participation of the Executive in any other stock grant or option plan of the Company that the Board may grant from time to time.
Sample 1
Options and Grants. Subject to execution of this Agreement, Executive shall be granted on the date of execution of this Agreement, 60,000 share options of Endorex's Common Stock at a price per share equal to the Closing Price of the Common Stock on the date of execution of this Agreement. Such stock and options shall vest and become exercisable at the rate of five equal tranches of 12,000 share options beginning with the 90-day anniversary of the grant and with each successive tranche of 12,000 share options vesting on the annual anniversary of the grant. If Executive's employment with the Company shall terminate before such stock is fully vested, except as otherwise provided in the Company's Amended and Restated 1995 Omnibus Incentive Plan such stock shall be exercisable only to the extent the stock is vested on the date Executive's employment terminates. The grant of the foregoing stock shall not preclude the participation of the Executive in any other stock grant or option plan of the Company. 6. Offices The Executive agrees to serve without additional compensation, if elected or appointed thereto, as an executive of Endorex or other Endorex subsidiaries (collectively "Endorex"), presently existing and as may be established in the future, and consistent with the position of the Executive with the Company at the time of such appointment, provided that the Executive is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided by Article VII of the Company's by-laws and any Directors and Officers insurance in effect during the term hereof. Executive agrees that, upon termination of his employment with the Company, for any reason whatsoever, he will terminate from all positions as an employee of Endorex and all of its subsidiaries. 7. Confidential Information Executive covenants and agrees that he will not (except as required in the course of his employment or as required by law), while in the employment of the Company or thereafter, communicate or divulge to, or use for his own benefit, or for the benefit of any other person, firm, association or corporation, without the consent of the Company, as applicable, any information concerning any inventions, discoveries, improvements, processes, formulas, apparatus, equipment, methods, trade secrets, research, secret data, cost or uses or purchasers of the Company's current or future products, research activities, immunopharmaceutical agents, or services, or other confidential mat...
Sample 1
Options and Grants. Except as set forth below, unvested stock options, stock awards and restricted stock units granted to XXXXXX will by their terms be forfeited as of the effective date of this Agreement and XXXXXX shall have no rights to or with respect to any equity awards from VS except for stock options fully vested prior to the date of this Agreement, which shall expire in accordance with their terms. For the avoidance of doubt, this Agreement shall not affect the timing of any payment under any fully vested stock options. Notwithstanding the foregoing, the vesting of the 11,992 restricted stock units granted on January 29, 2013 will be accelerated to October 25, 2013 and the 11,992 shares of VS stock issuable thereunder will be issued to XXXXXX within a commercially reasonable time following the date of this Agreement, but no later than two and one-half months following the end of the fiscal year when vested.
Sample 1

Related to Options and Grants

  • Options and Rights In the event that, during the term of this pledge, subscription Options or other rights or options shall be issued in connection with the pledged Shares, such rights, Options and options shall be the property of Pledgor and, if exercised by Pledgor, all new stock or other securities so acquired by Pledgor as it relates to the pledged Shares then held by Pledgeholder shall be immediately delivered to Pledgeholder, to be held under the terms of this Security Agreement in the same manner as the Shares pledged.

  • Option Grants During the Employment Period, Executive shall be eligible to participate in the Instinet 2000 Stock Option Plan (as the same may be amended and in effect from time to time, the "2000 Option Plan") and any subsequent stock option plan maintained by the Company for its senior executives, subject to the review and approval of the Compensation Committee. The terms and conditions of all options to purchase shares of common stock granted to Executive under the 2000 Option Plan or under any prior or subsequent stock option plan maintained by the Company or its Affiliates (including any options granted to Executive prior to the Commencement Date) (collectively, the "Options"), including the grant, vesting, exercise, payment and all other terms of such Options, shall be governed by the terms of the stock option plan under which such Options were granted, as such plan or plans may be amended and in effect from time to time.

  • Option Plans There is no share option plan or similar plan to acquire any additional shares or units or other equity interests, as the case may be, of IEM or securities convertible or exercisable into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares or units or equity interests, as the case may be.

  • Equity Grants The Employee shall be granted as soon as practicable on or after the Effective Date, a stock option to purchase 734,900 shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plan.

  • Option Plan This Option is subject to certain additional terms and ----------- conditions set forth in the Plan pursuant to which this Option has been issued. Optionee acknowledges receipt of a copy of the Plan on file with the Secretary of the Company and, by acceptance hereof, agrees to and accepts this Option subject to the terms of the Plan. Except as otherwise defined herein, defined terms used in this Agreement shall have the meaning ascribed thereto in the Plan.

  • Stock Appreciation Rights The Grantee or other person entitled to exercise this Option is further hereby granted the right ("Stock Appreciation Right") in lieu of exercising this Option or any portion thereof to receive an amount equal to the lesser of (a) the excess of the Fair Market Value of the stock subject to this Option or such portion thereof over the aggregate exercise price for such shares hereunder as of the date the Stock Appreciation Right is exercised, or (b) 200% of the aggregate exercise price for such shares hereunder. The amount payable upon exercise of such Stock Appreciation Right may be settled by payment in cash or in shares of the class then subject to this Option valued on the basis of their Fair Market Value on the date Stock Appreciation Right is exercised, or in a combination of cash and such shares so valued. No Stock Appreciation Right may be exercised, in whole or in part, (i) other than in connection with the contemporaneous surrender without exercise of this Option or the portion thereof that corresponds to the portion of the Stock Appreciation Right being exercised, or (ii) except to the extent that this Option or such portion thereof is exercisable on the date of exercise of the Stock Appreciation Right by the Person exercising the Stock Appreciation Right, or (iii) unless the class of stock then subject to this Option is then Publicly Traded.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Incentive Plans During the Term of this Agreement, Executive shall be entitled to participate in all bonus, incentive compensation and performance based compensation plans, and other similar policies, practices, programs and arrangements of the Company, now in effect or as hereafter amended or established, on a basis that is commensurate with his position and no less favorable than those generally applicable or made available to other executives of the Company. The Executive's participation shall be in accordance with the terms and provisions of such plans and programs. Participation shall include, but not be limited to:

  • Options (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder. (b) The current offerings in process as of the date of this Agreement under the Company ESPP shall continue, and Company Shares shall be issued to participants thereunder on the next currently scheduled purchase dates thereunder occurring after the date hereof as provided under, and subject to the terms and conditions of, the Company ESPP. The Company may, consistent with past practice, commence new offering periods under the Company ESPP on or after the date hereof and prior to the Effective Time at an exercise price for each such offering not less than as is required under the Company ESPP. Immediately prior to the Effective Time, pursuant to the Company ESPP, all offerings under the Company ESPP shall be terminated, and each participant shall be deemed to have purchased immediately prior to the Effective Time, to the extent of payroll deductions accumulated by such participant as of such offering period end, the number of whole shares of Company Stock at a per share price determined pursuant to the provisions of the Company ESPP, and each participant shall receive a cash payment equal to the balance, if any, of such accumulated payroll deductions remaining after such purchase of such shares. As of the Effective Time, each participant shall receive, by virtue of the Merger, the number of whole shares of Purchaser Stock or cash into which the shares of Company Stock such participant has so purchased under the Company ESPP have been converted pursuant to the Merger as provided in Section 1.3(a) hereof, plus the cash value of any fraction of a share of Purchaser Common Stock as provided in Section 1.5(h) hereof, plus any dividends or distributions as provided in Section 1.

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

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