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):
(i) The number of shares of PNFP Common Stock to be subject to the Assumed Stock Option shall be equal to the product of the number of shares of CAVB Common Stock subject to the CAVB Stock Option and the Exchange Ratio, provided that any fractional shares of PNFP Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and
(ii) The exercise price per share of PNFP Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB Common Stock under the CAVB Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. In the case of any CAVB Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the corresponding CAVB Stock Options immediately prior to the Effective Time (but taking into account any changes thereto, including the acceleration of vesting thereof, provided for in the CAVB Stock Plans or other CAVB Benefit Plan, as defined below, or in any award agreement thereunder by reason of this Agreement or the transactions contemplated hereby); provided, however, that references to CAVB shall be deemed to be references to PNFP.
(b) PNFP has taken all corporate action necessary to reserve for issuance a sufficient number of shares of PNFP Common Stock upon the exercise of the Assumed Stock Options. On or as soon as practicable following t...
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) 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.
(b) As of immediately prior to the Effective Time, all restricted stock awards granted by the Company (collectively, the “Company RSAs”) shall vest in full so as to no longer be subject to any forfeiture or vesting requirements, and all such shares of Company Common Stock shall be considered outstanding shares for all purposes of this Agreement, including but not limited to, the provisions of Section 2.1(c).
(c) As of immediately after the Effective Time, the 2018 Equity Incentive Plan (the “Company Equity Plan”) shall terminate and be of no further force and effect. The Company shall take all actions necessary in order to effect the provisions of this Section 2.7, including, without limitation, seeking all necessary approvals and providing any notices required under the Company Equity Plan. The Board of Directors of the Company (the “Company Board”) (or, if appropriate, any committee thereof administering the Company Equity Plan) shall adopt such resolutions or take such other actions as may be required to effect the foregoing.
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. (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) Each option to purchase Company Common Stock (collectively, the "Options") granted under the Bancorp Rhode Island, Inc. Amended and Restated 2002 Equity Incentive Plan, its predecessor plan, the Amended and Restated Bancorp Rhode Island, Inc. 1996 Incentive and Nonqualified Stock Option Plan, and the Amended and Restated Bancorp Rhode Island, Inc. Non-Employee Directors Stock Plan, as amended (collectively, the "Company Option Plans"), 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, be canceled and, as of the Effective Time, the 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 provided for in such Option and (ii) the excess, if any, of the Cash Consideration over the exercise price per share of Company Common Stock provided for in such Option, which cash payment shall be made without interest and shall be net of all applicable withholding taxes. At the Effective Time, the Company Option 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 the Company shall be of no further force and effect and shall be deemed to be deleted. The Company shall take all actions necessary in order to effect the provisions of this Section 2.8, including, without limitation, seeking all necessary approvals and providing any notices required under the Company Option Plans.
(b) As of the Effective Time, all restricted stock awards granted under the Company Option Plans (other than any performance shares, which shall be treated pursuant to Section 2.8(c) below) shall vest in full so as to no longer be subject to any forfeiture or vesting requirements, and all such shares of Company Common Stock shall be considered outstanding shares for all purposes of this Agreement, including, without limitation, for purposes of the right to receive Election Forms and to make elections and receive the Merger Consideration with respect thereto.
(c) As of the Effective Time, each performance share award granted to any employee of the Company or any of its Subsidiaries (as defined in Section 9.3) under the Company Option Plans that is outstanding immediately prior to the Effective Time shall be cancelled and, as of the Effective Time, the Company shall pay to the hol...
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 thereof, each option to purchase shares of Company Common Stock (a “Company Option”) that is outstanding and unexercised, whether vested or unvested, exercisable or unexercisable, immediately prior thereto shall be deemed to constitute a fully vested 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 Company Option was granted, such number of shares of Acquiror Common Stock and at such an exercise price per share determined as follows:
Options and Other Stock-Based Awards. The Executive shall be entitled to receive stock option grants and other stock-based awards as recommended by the Compensation Committee of the Board of Directors and approved by the Board of Directors.
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 12,090 Restricted Stock Units, in substantially the Form of Performance Restricted Stock Unit Award attached hereto as Exhibit A.
