Options and Restricted Stock. Notwithstanding the terms of any plan, program or arrangement maintained by the Company:
(a) upon the Effective Date, (i) the Executive’s Options that are subject to performance-based vesting and for which the applicable performance period has not yet expired shall immediately be converted into Options with time-based vesting conditions, and (ii) the Executive’s Performance-Based Restricted Stock, and any other similar instruments of equity-based compensation that are subject to performance- based vesting, for which the applicable performance period has not yet expired shall immediately be converted into Time-Based Restricted Stock; in each case, with vesting as to the equity awards converted above being deemed to have commenced on the date of grant and vesting as to 1/16th of the grant on each March 20, June 20, September 20 and December 20 following the date of grant;
(b) upon a Triggering Event, all of the Executive’s Options, Performance-Based Restricted Stock and Time-Based Restricted Stock (including any performance-based equity awards converted pursuant to Section 3.3(a) above), to the extent unvested, shall become immediately vested and exercisable in full; and
(c) upon a Triggering Event, the Executive must elect to exercise any unexercised and exercisable Options within the time period set forth in the applicable plan, program or arrangement under which they were granted, subject to the following requirements:
(i) If the exercise of any Option within the time period described in this Section 3.3 is prevented by the requirements of federal or state securities laws or as provided under the terms of the applicable plan, program or arrangement, then the Option shall remain exercisable until three months after the date the Executive is notified by the Company that the Option is exercisable, but in no event later than ten years after the date of grant of the Option; and
(ii) If the exercise of any Option within this time period would subject the Executive to suit under Section 16(b) of the Securities Exchange Act of 1934, the period for exercise shall be extended until the earliest to occur of (a) the tenth day following the date on which the Executive would no longer be subject to such suit, (b) the 190th day after the end of the salary continuation period, or (c) ten years after the date of grant of the Option.
Options and Restricted Stock. (a) Subject to his continued employment through the Retirement Date, any outstanding stock options held by the Executive as of the date of the Agreement that are not vested as of the Resignation Date shall continue to vest during the Transition Term, but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. On the Retirement Date, any unvested stock options previously granted to the Executive shall be forfeited and not exercisable.
(b) Any outstanding shares of restricted stock held by the Executive as of the date of the Agreement for which vesting is solely contingent upon continued service and that are not vested as of the Resignation Date shall continue to vest during the Transition Term but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. Two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2010 (the “2010 Restricted Stock Grant”) shall be vested as of the Resignation Date, and shall be issued to the Executive on July 2, 2013, pursuant to the terms of the Xxxxxx Oceanics, Inc. 2007 Long-Term Incentive Plan as in effect prior to February 10, 2011. Subject to his continued employment through December 9, 2013, or earlier as provided in Section 3.5 of the Agreement, the remaining one-third (1/3) of the shares included in the 2010 Restricted Stock Grant shall vest and be issued to the Executive. Subject to his continued employment through the Retirement Date, any unvested shares of restricted stock previously granted to the Executive for which vesting is solely contingent upon continued service shall be treated in accordance with the retirement provisions of the applicable incentive agreements and plans, such that on December 31, 2013, or earlier as provided in Section 3.5 of the Agreement, two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2011 shall vest and be issued to the Executive.
(c) Any outstanding units held by the Executive as of the date of the Agreement for which vesting is contingent upon the achievement of performance conditions (“Performance-Based Units”) and that are not vested as of the Resignation Date shall continue to remain subject to the terms of the applicable incentive agreement, except as otherwise provided herein. At the end of the Transition Term, any Performa...
Options and Restricted Stock. 50% of the unvested shares subject to all of Executive’s options (the “Options”) to purchase Company common stock outstanding on the date of such termination (whether granted to Executive on, before or after the date of this Agreement) and 50% of any of Executive’s shares of Company common stock subject to a Company repurchase right upon Executive’s termination of employment for any reason (the “Restricted Stock”) whether acquired by Executive on, before or after the date of this Agreement, will immediately vest upon such termination. In all other respects, such Options and Restricted Stock will continue to be subject to the terms and conditions of the stock plans, if any, under which they were granted and any applicable agreements between the Company and Executive.”
Options and Restricted Stock. (a) With respect to all outstanding options to purchase Shares (the "COMPANY OPTIONS") granted under the Company's 1990 Stock Plan and 2000 Stock Incentive Plan (the "COMPANY OPTION PLANS") or otherwise, whether or not then vested, immediately prior to the consummation of the Offer, subject to the terms and conditions set forth below in this Section 1.8(a), each holder of a Company Option will be entitled to receive from the Company, and shall receive, in settlement of each Company Option a Cash Amount. The "CASH Amount" shall be equal to the net amount of (A) the product of (i) the excess, if any, of the Offer Price over the exercise price per share of such Company Option immediately prior to the consummation of the Offer, multiplied by (ii) the number of shares subject to such Company Option, less (B) any applicable withholdings for Taxes. If the exercise price per share of any Company Option equals or exceeds the Offer Price, the Cash Amount therefor shall be zero. Notwithstanding the foregoing, payment of the Cash Amount is subject to written acknowledgement, in a form reasonably acceptable to Purchaser, consenting to the foregoing arrangement and that no further payment is due to such holder on account of any Company Option and all of such holder's rights under such Company Options have terminated.
(b) Immediately prior to the consummation of the Offer, except as provided in this Section 1.8, all rights under any Company Option and any provision of the Company Option Plans and 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 cancelled. The Company shall use reasonable efforts to ensure that, immediately prior to, as of and after the consummation of the Offer, except as provided in this Section 1.8, no person shall have any right under the Company Option Plans or any other plan, program or arrangement with respect to securities of the Company, the Surviving Corporation or any subsidiary thereof.
(c) Prior to the consummation of the Offer, the Company shall use reasonable efforts to cause to be effected any necessary amendments to the Company Option Plans and any other resolutions, consents or notices, in such form reasonably acceptable to Purchaser, required under any of the Company Option Plans or any Company Options to give effect to the foregoing provisions of this Section 1.8.
(d) The Company shall take all actions necessary to cause all shares o...
Options and Restricted Stock. 100% of the unvested shares subject to all of Employee’s Options and 100% any of Employee’s shares of Company common stock subject to a Company repurchase right upon Employee’s termination of employment for any reason (the “Restricted Stock”) whether acquired by Employee on, before or after the date of this Agreement, will immediately vest upon such termination. With respect to all of Employee’s Options outstanding on the date of such termination (whether granted on, before or after the date of this Agreement), Employee will have the period following such termination of employment to exercise such Options that is specified in the stock plans, if any, under which the Options were granted and in any applicable agreements between the Company and Employee; provided, however, that all Options will immediately terminate and Employee will have no further rights with respect to such Options in the event Employee engages in Competition or breaches the covenants in Section 6 or in the separation agreement and release of claims during such period. In all other respects, such Options will continue to be subject to the terms and conditions of the stock plans, if any, under which they were granted and any applicable agreements between the Company and Employee.
Options and Restricted Stock. (a) Each option to purchase Company Common Stock (each sometimes referred to as an “Option,” and collectively sometimes referred to as the “Options”) granted under the Mayflower Co-operative Bank 1987 Stock Option Plan (the “1987 Company Equity Plan”), the Amended and Restated Mayflower Co-operative Bank 1999 Stock Option Plan (the “1999 Company Equity Plan”), and the Mayflower Bancorp, Inc. 2010 Equity Incentive Plan (the “2010 Company Equity Plan”) (each sometimes referred to as a “Company Equity Plan,” and, collectively sometimes referred to as the “Company Equity 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, fully vest (to the extent not vested) and be canceled and, on the Closing Date, Company or Company Bank 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 each such Option, and (ii) the excess, if any, of the Option Merger Consideration over the Option Exercise Price (the “Option Cash Payment”). For purposes of this Section 2.07, “Option Merger Consideration” shall mean the sum of (x) $5.25, and (y) the product of 0.3955 and the volume-weighted average trading price of a share of Buyer Common Stock on Nasdaq, as reported by Bloomberg L.P. for the five (5) consecutive trading days ending on the fifth trading day immediately preceding the Closing Date, rounded to the nearest whole cent. For purposes of this Section 2.07, “Option Exercise Price” shall mean the exercise price per share of Company Common Stock provided for in such Option. The Option Cash Payment shall be paid in cash within five days after the Closing Date, shall be made without interest and shall be net of all applicable withholding taxes. Prior to the Closing Date, Company shall use its reasonable best efforts to obtain the written acknowledgment and consent of each holder of a then-outstanding Option to the termination of the Option and the payment of the Option Cash Payment in accordance with the terms of this Section 2.07. The Company shall prohibit the exercise of any Option beginning on and after the fifth trading day immediately preceding the Closing Date. At the Effective Time, the Company 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 ...
Options and Restricted Stock. Any options or restricted stock awarded to Executive shall, in the event of a termination of Executive’s employment and except as otherwise provided in this Article 3, be governed by the provisions of the applicable award agreement; provided that the accelerated vesting and stock option exercise provisions of this Article 3 shall, if triggered, control in the event of any inconsistency with any such agreement and the stock option or stock restriction plan and all related agreements. Notwithstanding anything herein to the contrary, upon the occurrence of a Change of Control all unvested restricted shares of Company stock held by Executive subject to performance-based vesting provisions shall hereby be amended to eliminate such performance-based vesting provisions and substitute time-based vesting provisions on the basis that such unvested shares shall vest ratably over the period commencing on the date of the Change of Control and ending on the last day of the measuring period to be used for determining whether the performance criteria would have been satisfied.
Options and Restricted Stock. Vivendi shall use its reasonable best efforts to ensure that each USAi Business Employee, who holds stock options to acquire USAi Common Stock, whether vested or unvested, in- the-money or underwater (the "USAi Options") and/or USAi restricted Common Stock awards (the "USAi Restricted Stock", collectively with the USAi Options, the "USAi Equity Awards"), shall be awarded, as of the Closing Date (or, if the date of forfeiture of the USAi Option is 90 days or more following the Closing Date, as soon as reasonably practicable following the applicable forfeiture date), subject to the forfeiture of any USAi Equity Award, stock options, restricted stock or other equity-based compensation in respect of Vivendi American Depositary Shares representing Vivendi ordinary shares par value Euro 5.50 per share (the "ADSs") that have a "value" that is at least equal to the "value" of the forfeited USAi Equity Awards (the "Vivendi Replacement Awards"). The Vivendi Replacement Awards shall at a minimum (a) preserve the intrinsic value (i.e., the "spread") of the USAi Options that are in-the- money (relative to the fair market value of the ADSs underlying the Vivendi Replacement Awards) and the fair market value of the USAi Restricted Stock and (b) with respect to USAi Options that are underwater, have an exercise price such that the Vivendi Replacement Awards are not underwater by a greater percentage of fair market value than the underwater USAi Options, in all cases measured as of the date of grant of the Vivendi Replacement Awards. USAi represents that the maximum number of shares of USAi Restricted Stock held by USAi Business Employees that will be required to be replaced with Vivendi Replacement Awards is 57,500 shares of USAi Common Stock.
Options and Restricted Stock. Effective upon the Start Date, Employee shall be granted (a) an option to purchase 150,000 shares of the Company’s common stock (the “Option”) and (b) 70,000 shares of restricted stock (the “Restricted Stock”). The Option shall have an exercise price equal to the last sale price of such Common Stock as quoted on the Nasdaq on the Start Date, shall have a term of seven years, shall not be exercisable on the date of grant, but shall become exercisable with respect to a cumulative 50,000 shares on the first, second and third anniversaries of the Start Date (provided that the Employee remains an employee of the Company on such dates), and shall have other provisions, including provisions relating to the acceleration of vesting in the event of a Change of Control, as are contained in the Company’s 2006 Amended Stock and Incentive Plan and form stock option agreement. The Restricted Stock shall be subject to a risk of forfeiture back to the Company in the event the Employee’s employment with the Company is terminated, for any reason, which risk of forfeiture shall lapse (the Restricted Stock shall vest) with respect to a cumulative one-third of the shares on the first, second and third anniversary of the Start Date, but shall also lapse in the event of a Change of Control, as set forth in the Company’s 2015 Omnibus Incentive Plan award agreement.
Options and Restricted Stock. 100% of the unvested shares subject to all of Executive’s options (the “Options”) to purchase Company common stock outstanding on the date of such termination (whether granted to Executive on, before or after the date of this Agreement) and 100% of any of Executive’s shares of Company common stock subject to a Company repurchase right upon Executive’s termination of employment for any reason (the
