Options and Restricted Stock Units. The provisions of this paragraph 2 apply if Employee has been granted any stock options (“Options”) or restricted stock units (“RSUs”) under the Vireo Health, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), the Vireo Health International, Inc. 2019 Equity Incentive Plan (the “2019 Plan”), or both, which Options and/or RSUs have not vested as of the CIC Closing Date.
Options and Restricted Stock Units. The Offer is being made only for Shares, and not for outstanding stock options or restricted stock units issued by CoLucid. Holders of outstanding vested but unexercised stock options or vested restricted stock units that have not yet been settled in Shares issued by CoLucid may participate in the Offer only if they first exercise such stock options or are issued Shares in respect of such restricted stock units in accordance with the terms of the applicable equity incentive plan and other applicable agreements of CoLucid and tender the Shares, if any, issued upon such exercise or in connection with such settlement. Any such exercise or settlement should be completed sufficiently in advance of the Expiration Date to assure the holder of such outstanding stock options or restricted stock units will have sufficient time to comply with the procedures for tendering Shares described in this Section 3. See Section 11 – “The Merger Agreement; Other Agreements” for additional information regarding the treatment of outstanding equity awards in the Merger.
Options and Restricted Stock Units. During the Term, Executive will be provided with the opportunity to participate in the Company's long-term incentive plan applicable to senior executives, as such plan may exist from time to time (the “LTIP”). All decisions regarding the criteria to be used to determine LTIP awards (which may consist of both corporate and individual performance factors and metrics), the actual amount of the LTIP award, if any, with respect to any LTIP performance period during the Term, the form of payment of such awards (which may be in cash, shares of Company Stock, options to purchase Company Stock, a combination of the foregoing or any other medium chosen by the Committee) and interpretations of the terms of the LTIP shall be made solely and exclusively by the Committee in its discretion.
Options and Restricted Stock Units. In consideration for entering into this Agreement, effective as of the Effective Date, the Parent will grant to the Executive 90,000 restricted stock units of CapitalSource Inc., vesting in equal amounts on each of the first, second and third anniversaries of the Effective Date and an option to purchase 560,000 shares of CapitalSource Inc.’s common stock, vesting in equal amounts on each of the first and second anniversaries of the Effective Date. The restricted stock units and option will be subject to other conditions set forth in the applicable award agreement governing the awards. Unless otherwise provided in this Agreement or in the applicable award agreement, the unvested portion of such option and any such unvested restricted stock units shall be forfeited by the Executive upon the termination of the Executive’s employment with the Employer. Except as expressly set forth in this Agreement, the grant of the option and restricted stock units contemplated by this Section 5(c) shall be governed by and be subject to the terms and conditions set forth in the CapitalSource Inc. Third Amended and Restated Equity Incentive Plan, as amended from time to time (the “Plan”), and is documented and evidenced by award agreement under the Plan executed by the Employer and the Executive. The Executive shall be eligible to receive comparable future annual equity awards, which awards may be subject to vesting on achievement of performance goals, if the Parent Board (or compensation committee thereof) so determines.
Options and Restricted Stock Units. In consideration for entering into this Agreement, upon the Effective Date, the Company shall grant to the Executive options to purchase 600,000 shares of the Company’s common stock and 500,000 restricted stock units, vesting in equal amounts on each of the first, second and third anniversaries of the Effective Date, and subject to other conditions set forth in the applicable award agreements substantially in the form previously provided to the Executive. Unless otherwise provided in this Agreement or in the applicable award agreements, any such unvested options or restricted stock units shall be forfeited by the Executive upon the termination of the Executive’s employment with the Employer. Except as expressly set forth in this Agreement, the grant of options and restricted stock units contemplated by this Section 5(c) shall be governed by and be subject to the terms and conditions set forth in the CapitalSource Inc. Third Amended and Restated Equity Incentive Plan, as amended from time to time (the “Plan”), and shall be documented and evidenced by award agreements under the Plan to be executed by the Employer and the Executive. These grants are intended to reflect the equity grants to the Executive for the three years 2010, 2011 and 2012; provided, however, that nothing herein shall be construed to preclude the making of additional grants to the Executive if the Board (or Compensation Committee of the Board, as applicable) so determines.
Options and Restricted Stock Units. The Offer is being made only for Shares, and not for outstanding Company Options or RSUs issued by the Company. Holders of outstanding vested but unexercised Company Options or RSUs that have not yet been settled in Shares issued by the Company may participate in the Offer only if they first exercise such Company Options or are issued Shares in respect of such RSUs in accordance with the terms of the applicable equity incentive plan and other applicable agreements of the Company and tender the Shares, if any, issued upon such exercise or in connection with such settlement. Any such exercise or settlement should be completed sufficiently in advance of the Expiration Date to assure the holder of such outstanding Company Option or RSU will have sufficient time to comply with the procedures for tendering Shares described in this Section 3. Each Company Option that is outstanding immediately prior to the Effective Time will accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time, by virtue of the Merger, each Company Option that is then outstanding and unexercised as of immediately prior to the Effective Time will be cancelled and converted into the right to receive cash in an amount, net of any applicable withholding taxes, equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess (if any) of (A) the Merger Consideration over (B) the exercise price payable per Share underlying such Company Option. Any Company Option that has an exercise price that equals or exceeds the Merger Consideration will be canceled for no consideration. Each RSU that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive cash in an amount, net of any applicable withholding taxes, equal to the product of (i) the total number of Shares issuable in settlement of such RSU immediately prior to the Effective Time without regard to vesting multiplied by (ii) the Merger Consideration for each Share issuable in settlement of such RSU immediately prior to the Effective Time. See Section 11 – “The Merger Agreement; Other Agreements” for additional information regarding the treatment of outstanding equity awards in the Merger.
Options and Restricted Stock Units. Upon the commencement of your services as President and Chief Executive Officer of Broadcom on a full-time basis (the "Start Date"), you will receive a stock option grant to purchase two million (2,000,000) shares of Broadcom Class A Common Stock with an exercise price equal to the closing price of our Class A Common Stock on the NASDAQ National Market as of the Start Date. This option to purchase stock will vest with respect to 25% of the underlying shares upon the first anniversary of the Start Date. The remaining 75% of shares subject to this option will vest in equal monthly installments, on each monthly anniversary of the Start Date that occurs during the period of thirty-six months following the first anniversary of the Start Date. The stock option shall have a ten year term. On or about the first anniversary of the Start Date, and provided that you are still employed as Chief Executive Officer of Broadcom or its highest parent entity, if any, on the grant date, you will receive an additional stock option grant to purchase five hundred thousand (500,000) shares of Broadcom Class A Common Stock with an exercise price equal to the closing price of our Class A Common Stock on the Nasdaq National Market on the grant date. The shares subject to this option will vest in equal monthly installments, on each monthly anniversary of the Start Date that occurs during the period of forty-eight months following the first anniversary of the Start Date. The stock option shall have a ten year term. The foregoing grants will be made by the Committee pursuant to Broadcom's 1998 Stock Incentive Plan, as amended and restated. We have provided you with a copy of the 1998 Stock Incentive Plan together with our current forms of notice of grant of stock option and stock option agreement. The terms and conditions set forth therein are subject to change from time to time. Except as otherwise specifically provided herein, the stock option grants described above will Mr. Scott A. McGregor BROADCOM CONFIDENTIAL Xxxxxxx 00, 2004 Page 3 have the same terms and conditions as those made generally available to newly-hired Broadcom executives at the time that your respective grants are made, and will be evidenced by agreements substantially in the forms provided to you. Such grants and any shares acquired pursuant to such grants shall also be subject to the restrictions provided in the settlement of Broadcom's shareholder derivative securities litigation (David v. Wolfen, et al). On th...
Options and Restricted Stock Units. The Offer is being made only for Shares, and not for outstanding Company Options or RSUs issued by the Company. Holders of outstanding vested but unexercised Company Options or RSUs that have not yet been settled in Shares issued by the Company may participate in the Offer only if they first exercise such Company Options or are issued Shares in respect of such RSUs in accordance with the terms of the applicable equity incentive plan and other applicable agreements of the Company and tender the Shares, if any, issued upon such exercise or in connection with such settlement. Any such exercise or settlement should be completed sufficiently in advance of the Expiration Date to assure the holder of such outstanding Company Option or RSU will have sufficient time to comply with the procedures for tendering Shares described in this Section 3. See Section 11 — “The Merger Agreement; Other Agreements” for additional information regarding the treatment of outstanding equity awards in the Merger.
Options and Restricted Stock Units. Exhibit B sets forth a list of all outstanding options and restricted stock units held by Executive. All outstanding options held by Executive that have an exercise price of $5.86 or more, are hereby terminated and canceled, and such options are identified on Exhibit B as being “canceled.” Provided the Conditions are met, the Company shall cause the unvested portion of the options and restricted stock units granted to Executive by the Company and identified on Exhibit B as being “accelerated” to be fully vested. Notwithstanding anything to the contrary in the Company’s option plans or in any option agreement between Executive and the Company, each outstanding and vested option of Executive (including any option that may become vested by virtue of the preceding sentence) shall be exercisable by Executive at any time prior to its original expiration date as set forth on Exhibit B irrespective of the termination of Executive’s employment with the Company.
Options and Restricted Stock Units. The Offer is made only for Shares and is not made for any options to acquire Shares or restricted stock units. Holders of vested but unexercised options to purchase Shares may participate in the Offer only if they first exercise their options in accordance with the terms of the applicable option plan and tender some or all of the Shares issued upon such exercise. Holders of restricted stock units may participate in the Offer only if they choose to tender some or all of the Shares received upon vesting and settlement of restricted stock units in accordance with the terms of the applicable equity compensation plan. Any such exercise or settlement should be completed sufficiently in advance of the Expiration Date to assure the holder of such options or restricted stock units that the holder will have sufficient time to comply with the procedures for tendering Shares described in this Section. 18 Table of Contents However, when the Purchaser accepts Shares for payment in the Offer, each stock option and restricted stock unit will vest in full and the stock options will become exercisable for, and the restricted stock units will be settled for, Shares in accordance with ImClone’s equity compensation plans. Following the Offer, in accordance with the Merger Agreement, each outstanding, unexercised option will be cancelled in the Merger and, in exchange thereof, each former holder of any such cancelled option will receive a cash payment equal to the product of (i) the total number of Shares previously subject to such option and (ii) the excess, if any, of the Offer Price over the exercise price per Share previously subject to such option.
