Options and Other Stock-Based Awards. In addition to Base Salary and Bonus Compensation, Image may grant stock options and other stock-based awards to Executive, in such form and amounts, and at such time or times, as Image's Board of Directors (or, if applicable, the administrators of Image's stock option plans and (subject to shareholder approval) the 1998 Incentive Plan (the "1998 Plan")) shall determine. If this Agreement is terminated early "Without Cause" under Subparagraph 12(b) or upon or following a "Change in Control" under Paragraph 13(d), all unvested options granted to Executive will immediately vest. The vesting of other stock-based awards will depend upon the provisions of the Executive's award agreement and the plan (if any) under which the Awards are granted. Unless this Agreement is terminated early for Cause under Subparagraph 12(a), all options granted to Executive prior to July 1, 1998 shall be exercisable after employment ceases for the longest period permissible under the applicable stock option plan, to the extent the option was vested as of the date of termination, and all options or rights granted on or after July 1, 1998 shall be exercisable as provided in the applicable award or grant. Image recognizes hereby that Executive is entitled, subject to shareholder approval of the 1998 Plan, to a grant of 12,761 Restricted Stock Units, in substantially the Form of Performance Restricted Stock Unit Award attached hereto as Exhibit A.
Options and Other Stock-Based Awards. The Parties acknowledge that the Compensation Committee of Image’s Board of Directors will be presented with an Executive Stock Plan by the President of Image, which, if and when approved, will be intended to provide you with enhanced stock option or award opportunities. Nothing herein contained shall be construed to obligate the Company to adopt a Corporate Options and Other Stock Based Awards Plan. In the event that Image eliminates your position or your employment is terminated “without cause” (in either case, the “Separation Date”), Image agrees to pay you as severance the Base Salary you would have earned from the Separation Date through the end of the Term plus 6 months Base Salary (without vacation accrual), any bonus compensation not previously paid for any prior period and full medical and dental insurance continuation for a period of 6 months following the end of the Term, with COBRA entitlement commencing thereafter, if permissible; otherwise, 6 months medical and dental insurance continuation under COBRA, payable by Image for the first 6 months following the end of the Term. You will be required to execute a standard waiver and release agreement to be entitled to the severance benefits described in this paragraph.
Options and Other Stock-Based Awards. (a) Effective as of the Effective Time, each then outstanding option to purchase shares of First National Bankshares Common Stock (each a “First National Bankshares Stock Option”) granted pursuant to the equity-based compensation plans identified in Section 4.11 of the First National Bankshares Disclosure Schedule (the “First National Bankshares Stock Plans”) to any current or former employee or director of, or consultant to, First National Bankshares or any of its Subsidiaries shall be assumed by Fifth Third and shall be converted automatically into an option to purchase a number of shares of Fifth Third Common Stock (rounded to the nearest whole share) (an “Assumed Stock Option”) at an exercise price determined as provided below (and otherwise subject to the terms of the First National Bankshares Stock Plans and the agreements evidencing grants thereunder):
Options and Other Stock-Based Awards. In addition to Base Salary and discretionary Bonus Compensation, Image may grant stock options and other stock-based awards to Executive, in such form and amounts, and at such time or times, as Image’s Board of Directors (or, if applicable, the administrators of Image’s stock option plans) shall determine. If this Agreement is terminated early “Without Cause” under Subparagraph 12(b) or upon “Good Reason” by Executive under Paragraph 13(d), all unvested options granted to Executive will immediately vest. The vesting of other stock-based awards will depend upon the provisions of the Executive’s award agreement and the plan (if any) under which the Awards are granted. Unless this Agreement is terminated early for Cause under Subparagraph 12(a), all options granted to Executive prior to April 1, 2004 shall be exercisable after employment ceases for the longest period permissible under the applicable stock option plan, to the extent the option was vested as of the date of termination, and all options or rights granted on or after April 1, 2004 shall be exercisable as provided in the applicable award or grant. The Parties acknowledge that the Compensation Committee will be presented with a revised Executive Stock Plan by the CEO, which, when approved, will be intended to provide Executive with enhanced stock option opportunities.
Options and Other Stock-Based Awards. Notwithstanding anything to the contrary in any then outstanding option agreement or stock-based award agreement (other than Restricted Stock Agreement, which will continue to be governed in accordance with its terms), the vesting of all stock options and other stock-based awards outstanding and held by the Executive shall immediately accelerate and become fully vested and exercisable as of the Date of Termination, and subject to any permitted action by the Board upon a Change of Control under the Company’s applicable equity plan to terminate the stock options or other stock-based awards upon a Change of Control, any such vested stock option shall be exercisable for not less than one (1) year from the Date of Termination.
Options and Other Stock-Based Awards. (i) The Purchaser, the Company and WFS shall take all actions necessary to provide that each Company Stock Option that is outstanding immediately prior to the Parent Effective Time, other than Non-Assumed Options (collectively, “Assumed Company Stock Options”) and each WFS Stock Option that is outstanding immediately prior to the Subsidiary Effective Time (collectively, “Assumed WFS Stock Options”), whether or not then exercisable or vested, shall be assumed by the Purchaser as of the Parent Effective Time or the Subsidiary Effective Time, as applicable. As of the Parent Effective Time, each Assumed Company Stock Option shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase Purchaser Shares in an amount, at an exercise price and subject to such terms and conditions determined as provided below. All unvested Non-Assumed Options shall fully accelerate immediately prior to the Parent Effective Time. As of the Subsidiary Effective Time, each Assumed WFS Stock Option shall cease to represent a right to acquire shares of WFS Common Stock and shall be converted automatically into an option to purchase Purchaser Shares in an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Assumed Company Stock Option and each Assumed WFS Stock Option assumed by Purchaser as provided herein shall be subject to, and exercisable and vest in accordance with, the same terms and conditions as under the Company Stock Plans or the WFS Stock Plan, as applicable, and the applicable option and other related agreements issued thereunder, except that:
Options and Other Stock-Based Awards. (a) At the Effective Time, each option to purchase CVLY Common Stock (collectively, the “CVLY Stock Options”) under CVLY’s 2007 Long-Term Incentive Plan, as amended, and the 2017 Long-Term Incentive Plan, as amended, and any other similar plan (collectively, the “CVLY Equity Plans”) or otherwise, whether vested or unvested, which is outstanding immediately prior to the Effective Time and which has not been exercised or canceled prior thereto shall automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase shares of CVLY Common Stock and shall be converted into an option to purchase a number of shares of ORRF Common Stock equal to the product of (x) the number of shares of CVLY Common Stock subject to such CVLY Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of CVLY Common Stock of such CVLY Stock Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of ORRF Common Stock purchasable pursuant to the CVLY Stock Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any CVLY Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of ORRF Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each CVLY Stock Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such CVLY Stock Option immediately prior to the Effective Time. At the Effective Time, the CVLY Equity Plans shall terminate and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of CVLY shall be of no further force and effect and shall be deemed to be deleted.
Options and Other Stock-Based Awards. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any outstanding option to purchase shares of Amegy Common Stock, whether vested or unvested, exercisable or unexercisable (each, an “Amegy Stock Option”), each Amegy Stock Option that is outstanding and unexercised, whether vested or unvested, immediately prior thereto shall be deemed to constitute an option (a “New Option”) to purchase, on the same terms and conditions as were applicable under the terms of the stock option plan under which the Amegy Stock Option was granted, such number of shares of Zions Common Stock and at such an exercise price per share determined as follows:
Options and Other Stock-Based Awards. (a) At the Effective Time, each option to purchase Company Common Stock (collectively, the “Company Stock Options”), whether vested or unvested, which is outstanding immediately prior to the Effective Time and which has not been exercised or canceled prior thereto shall, at the Effective Time, automatically be canceled and, on the Closing Date, Company shall pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Company Common Stock underlying such Company Stock Option (whether vested or unvested) and (ii) the excess, if any, of $22.00 per share over the exercise price per share of Company Common Stock provided for in such Company Stock Option, which cash payment shall be made without interest and shall be net of all applicable withholding taxes.
Options and Other Stock-Based Awards. (a) Effective as of the Effective Time, each then outstanding option to purchase shares of CAVB Common Stock (each a "CAVB Stock Option") issued pursuant to the equity-based compensation plans identified in Section 4.11 of the CAVB Disclosure Schedule (the "CAVB Stock Plans") to any current or former employee or director of, or consultant to, CAVB or any of its Subsidiaries, as defined below, shall be assumed by PNFP and shall be converted automatically into an option to purchase a number of shares of PNFP Common Stock (rounded to the nearest whole share) (an "Assumed Stock Option") at an exercise price determined as provided below (and otherwise subject to the terms of the CAVB Stock Plans and the agreements evidencing the options thereunder):
