Options and Restricted Shares. All outstanding Options will become immediately vested and exercisable (to the extent not yet vested and exercisable as of the Date of Termination). To the extent not otherwise provided under the written agreement evidencing the grant of any restricted Shares to the Executive, all outstanding Shares that have been granted to the Executive subject to restrictions that, as of the Date of Termination, have not yet lapsed will lapse automatically upon the Date of Termination, and the Executive will own those Shares free and clear of all such restrictions. Notwithstanding the foregoing, options and restricted Shares remain subject to any forfeiture or clawback claims under the applicable option plan or award agreement.
Options and Restricted Shares. All stock options you hold under any equity incentive plan of the Company will immediately vest and all restricted shares you hold under any equity incentive plan of the Company will continue to vest during the Service Period pursuant to the vesting schedule set forth in the agreements governing the restricted shares.
Options and Restricted Shares. (a) At or immediately prior to the Effective Time, the Company shall (i) terminate the Equity Compensation Plans, and any relevant award agreements applicable to the Equity Compensation Plans, (ii) cancel each Option that is then outstanding and unexercised, whether or not vested or exercisable and (iii) cancel each Restricted Share that is then outstanding.
(b) Each former holder of any Option, whether vested or unvested, that is cancelled at the Effective Time shall, in exchange thereof, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (without interest), a cash amount equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Option and (ii) the number of Shares underlying such Option; provided that if the Exercise Price of any such Option is equal to or greater than the Per Share Merger Consideration, such Option shall be cancelled without any payment therefor.
(c) Each former holder of any Restricted Shares, whether vested or unvested, that were outstanding as of immediately prior to the Effective Time, shall, in exchange for all such shares, be issued by the Surviving Company, at the Effective Time, the number of Surviving Company RS equal to such holder’s Rollover RS Portion; provided that any fractional Surviving Company RS resulting from such calculation shall be rounded down to the nearest whole share. The terms and conditions of the Surviving Company RS shall otherwise remain the same as the terms and conditions of the Restricted Shares exchanged therefor.
(d) Any payment under this Section 2.04 shall be subject to all applicable Taxes and tax withholding requirements, and each former holder of any Option and/or Restricted Share shall be personally responsible for the proper reporting and payment of all Taxes related to any distribution contemplated by this Section 2.04.
(e) As promptly as reasonably practicable following the date hereof, the Company shall deliver written notice to each holder of Options and/or Restricted Shares, informing such holder of the effect of the Merger on their Options and/or Restricted Shares. Prior to the Effective Time, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions which are reasonably necessary, including, if necessary, obtaining the consent of the individual holders of Options and/or Restricted Shares, or maki...
Options and Restricted Shares. Employee’s options and restricted stock shall vest in the event that Employee:
(i) is discharged without Cause following and within two (2) years of the Change of Control; or
(ii) resigns from the Company with Good Reason after the expiration of six (6) months following the Change of Control and within two (2) years following the Change of Control (unrelated to a discharge with Cause).
Options and Restricted Shares. (a) Section 1.7(a) of the INX Schedule sets forth a list indicating all outstanding Options under the Stock Plans. As soon as practicable following the date of this Agreement, the INX Board of Directors or, if appropriate, any committee thereof administering the Stock Plans, shall adopt such resolutions and/or take such other actions as may be required to provide that, at the Effective Time, (i) each Option listed on Section 1.7(a) of the INX Schedule shall be fully vested and exercisable and (ii) subject to the terms and conditions set forth below in this Section 1.7(a), each Option shall terminate and be cancelled at the Effective Time and each holder of an Option will be entitled to receive from Parent or the Surviving Corporation and shall receive as soon as practicable following the Effective Time (but in no event more than 30 days after the Effective Time) in full settlement and satisfaction of each such vested Option the applicable Option Cash Amount. The “Option Cash Amount” shall be equal to the net amount of the product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of such Option, multiplied by (ii) the number of shares subject to such Option. If the exercise price per share of any Option equals or exceeds the Merger Consideration, the Option Cash Amount therefor shall be zero. Prior to the Effective Time, INX will provide notice, in a form reasonably acceptable to Parent, to all holders of Options informing them of such cancellation and Option Cash Amount. As used in this Agreement, “Options” means any option granted, and, immediately before the Effective Time not exercised, expired or terminated, to a current or former employee, director or independent contractor of INX or any former Subsidiary of INX or predecessor thereof to purchase Common Shares pursuant to the Stock Plans. As used in this Agreement, “Stock Plans” means the INX Inc. Incentive Plan (as amended and restated effective July 28, 2003, as amended) (the “2003 Incentive Plan”), the INX Inc. 2011 Incentive Plan (and together with the 2003 Incentive Plan, the “Incentive Plan”) and any other stock option, stock bonus, stock award, or stock purchase plan, program, agreement or arrangement of INX or any predecessor thereof or any other similar agreement entered into by INX.
Options and Restricted Shares. (a) Section 1.7(a) of the XETA Schedule (as that term is defined in the preamble to Article II below) sets forth a list indicating the Options (as hereinafter defined) and warrants that will be fully vested and unvested at the Effective Time, in accordance with the terms and conditions of the Stock Plans (as defined below) under which such Option was granted or the applicable stock option agreement for such Option or the applicable warrant purchase agreement under which such warrant was granted or pursuant to action of the XETA Board of Directors (as defined herein) or a committee thereof. As soon as practicable following the date of this Agreement, the XETA Board of Directors or, if appropriate, any committee thereof administering the Stock Plans shall adopt such resolutions or take such other actions as may be required to provide that, at the Effective Time, each Option listed as a vested Option on Section 1.7(a) of the XETA Schedule shall be fully vested and exercisable in accordance with the terms and conditions of the applicable Stock Plan or other stock option agreement under which such Option was granted. Subject to the terms and conditions set forth below in this Section 1.7(a), each Option
Options and Restricted Shares. (a) You hereby surrender for cancellation, without consideration, all options to purchase shares of common stock of the Company that were previously granted to you by the Company. Such options (and any option grant agreements related thereto) are hereby terminated.
(b) You will be issued 100,000 restricted shares of Common Stock granted to you under the Employment Agreement, and all restrictions on such shares will lapse as of the date hereof.
Options and Restricted Shares. All outstanding Options will becomeimmediately vested and exercisable (to the extent not yet vested and exercisable as of the Date of
Options and Restricted Shares. Employee's Options and Restricted Shares are governed by the terms of The Bon-Ton Stores, Inc. Restricted Stock Agreement –Performance Shares (dated April 18, 2011); The Bon-Ton Stores, Inc. Restricted Stock Agreement (dated April 18, 2011); and The Bon-Ton Stores, Inc. Restricted Stock Agreement (dated April 12, 2010) (The vesting of these shares granted in 2010 may be accelerated to February 15,2013 subject to HRCC approval) (collectively referred to as the "Stock Agreements").
Options and Restricted Shares. (a) Immediately following the Effective Time, each outstanding stock option (an "Option") granted under Stores's New Equity Compensation Plan (the "Option Plan"), whether or not then vested or exercisable, shall be converted into the right to
(b) Immediately following the Effective Time, each outstanding Option and warrant granted under any plan, agreement, or arrangement of Stores, other than the Option Plan, whether or not then vested or exercisable, shall be canceled and the holders thereof shall be entitled to receive from Holdings, in cancellation and settlement of the Options, an equal amount of Options to purchase Holdings Common Stock.
(c) Stores shall: (i) make any amendments to the Option Plan and any other plan, agreement, or arrangement of Stores; (ii) use all reasonable best efforts to obtain any consents or releases; and (iii) take any other action necessary to effect the transactions contemplated by this Section 1.8. Notwithstanding any other provision of this Section 1.8, the transactions contemplated by this Section 1.8 may be delayed in respect of any Option until any necessary consents or releases are obtained. ARTICLE II
