Options and RSUs. At the Effective Time:
Options and RSUs. All stock options, restricted stock units (“RSUs”), and other rights to acquire shares of the Company’s capital stock that have not already vested shall, on the Separation Date, immediately expire and become null and void. No other equity compensation is awarded to Employee except as set forth in this Agreement. Employee acknowledges that, pursuant to the terms of the Employment Agreement, his receipt of the benefits outlined above is conditioned on his execution of this Agreement, including the release provisions of Paragraph 4.
Options and RSUs. All stock options, restricted stock units (“RSUs”), and other rights to acquire shares of the Company’s capital stock that have not already vested shall, on the Separation Date, immediately expire and become null and void. All vested but unsettled RSUs, covering 42,000 shares of common stock, in the aggregate, shall otherwise remain subject in all respects to the terms of the applicable Notice of Grant of Restricted Stock Unit (the “RSU Grant Notice”) and the Company’s 2007 Omnibus Incentive Plan. In accordance with such RSU Grant Notice, the RSUs covering 42,000 shares of common stock will be settled in shares on December 31, 2016. No other RSUs or other equity compensation is awarded to Employee except as set forth in this Agreement. Employee acknowledges that, pursuant to the terms of the Employment Agreement, his receipt of the benefits outlined above is conditioned on his execution of this Agreement, including the release provisions of Paragraph 4.
Options and RSUs. Pursuant to and subject to the terms of an equity incentive plan of the Company and all other proceedings legally necessary, you shall be granted options to purchase 96,525 shares (“Shares”) of the Company (the “Options”) and RSUs for 17,857 Shares (the “RSUs”). The grant of such Options and RSUs shall be subject to your execution of the Company’s standard grant agreement. The exercise price of the options shall be as determined by the Board. Any tax liability in connection with the Options and RSUs (including with respect to the grant, exercise, sale of the Options, the RSUs or the shares receivable upon their exercise) shall be borne solely by you.
Options and RSUs. (a) No Company Option shall be assumed, substituted, or otherwise replaced by Parent in connection with the Merger. Prior to the Effective Time and conditioned upon the consummation of the Merger, the Company shall take all actions as are necessary under the Company Stock Plans and related awards to provide that each Vested In-the-Money Option that is outstanding as of immediately prior to the Effective Time shall be canceled and exchanged, at the Effective Time, subject to receipt by the Company of a duly executed and completed Option Surrender Agreement from each holder of such Vested In-the-Money Option and subject to applicable Tax withholding, for a cash payment equal to (I) the sum of an amount equal to (A) the product of the number of shares of Class L Common Stock underlying such Vested In-the-Money Option as of immediately prior to the Effective Time, multiplied by the value of the Per L Share Merger Consideration, based upon the Parent Reference Price, plus (B) the product of the number of shares of Class A Common Stock underlying such Vested In-the-Money Option as of immediately prior to the Effective Time, multiplied by the value of the Per A Share Merger Consideration, based upon the Parent Reference Price, minus (II) the aggregate exercise price payable for all shares of Class L Common Stock and Class A Common Stock underlying such Vested In-the-Money Option. Prior to the Effective Time and conditioned upon the consummation of the Merger, the Company shall take all actions as are necessary under the Company Stock Plans and related awards to provide that all Company Options other than Vested In-the-Money Options shall terminate and be canceled at the Effective Time for no consideration and without any obligation of Parent, the Company or the Surviving Entity to make any payment in respect thereof. For purposes of this paragraph, the Surviving Entity shall deliver to each Vested In-the-Money Option holder who has not, as of the Effective Time, delivered a duly executed and completed Option Surrender Agreement, the consideration described in this Section 2.04(a) in respect of each Vested In-the-Money Option(s) promptly following delivery of a duly executed and completed Option Surrender Agreement.
Options and RSUs. (a) Attached hereto as Exhibit D is an equity grant status statement (the “Equity Statement”), which provides information about the status of all of the stock options (the “Options”) and restricted stock units (the “RSUs”) that have been granted to you by the Company that will be outstanding as of the Separation Date. By executing this Agreement, you acknowledge and agree that the information set forth in the Equity Statement is true and correct. Please note that all vesting of the Options and RSUs will cease as of the Separation Date. At all times, except as set forth herein, your rights concerning the Options and RSUs will continue to be governed by the applicable stock option and restricted stock agreements and incentive plans (collectively, “Equity Agreements”). Under the applicable Equity Agreements, you have three (3) months following your termination of employment with the Company to exercise any then-vested shares subject to the Options and after that date, you no longer have a right to exercise the Options as to any shares. Notwithstanding, if this Agreement (including the Follow On Release) becomes effective in accordance with its terms, you will have until June 30, 2020 to exercise any then-vested shares subject to the Options and after that date, you will no longer have a right to exercise the Options as to any shares. You agree and acknowledge that (i) if this Agreement (including the Follow On Release) becomes effective in accordance with its terms, any portion of the Options that were incentive stock options will be reclassified from incentive stock options to non-qualified stock options under applicable tax laws, and you, and not the Company, will be solely responsible for any tax consequences relating to such reclassification, including satisfaction of all applicable tax withholding requirements that become due upon exercise of the Options, and (ii) the Company has advised you to consult your accountant and/or tax advisor with respect to the preceding clause (i).
Options and RSUs. Promptly following the Closing Date, Purchaser shall issue to the individuals listed on Annex C hereto (the “Option and RSU Recipients”) (a) options to purchase such number of shares of Purchaser Common Stock, as set forth opposite each such Option Recipient’s name on Annex C under the column headed “Options” at an exercise price per share equal to the closing price of the Company’s common stock on the date of this Agreement, as quoted by the Principal Market, and (b) restricted stock units settleable for such number of shares of Purchaser Common Stock as set forth opposite each such Option Recipient’s name on Annex C under the column headed “RSUs,” in each case subject to the terms and conditions set forth in the Purchaser Option Plan and the option or RSU award agreement in substantially the form attached hereto as Exhibit B or Exhibit C, as applicable.
Options and RSUs. (a) Attached hereto as Exhibit B is an equity grant status statement (the “Equity Statement”), which provides information about the status of all of the stock options (the “Options”) and restricted stock units (the “RSUs”) that have been granted to you by the Company that are outstanding as of the Separation Date. By executing this Agreement, you acknowledge and agree that the information set forth in the Equity Statement is true and correct. Please note that all vesting of the Options and RSUs will cease as of the Separation Date. At all times, except as set forth herein, your rights concerning the Options and RSUs will continue to be governed by the applicable stock option and restricted stock agreements and incentive plans (collectively, “Equity Agreements”). Under the applicable Equity Agreements, you have three (3) months following your termination of employment with the Company to exercise any then-vested shares subject to the Options and after that date, you no longer have a right to exercise the Options as to any shares.
Options and RSUs. Employee acknowledges and agrees that:
Options and RSUs. The Company has reserved an aggregate of 7,568,498 shares of Company Common Stock for issuance pursuant to the Company Stock Plans (including shares subject to outstanding Company Options). A total of 278,718 shares of Company Common Stock are subject to outstanding Company Options as of the Agreement Date and as of the Closing Date, except for Company Options outstanding as of the Agreement Date that are exercised in accordance with their terms prior to the Closing Date. Schedule 3.4(b)-1 of the Company Disclosure Letter sets forth, as of the Agreement Date, for each Company Option, (i) the name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the date of grant and vesting schedule for such Company Option, (v) the extent such Company Option is vested as of the Agreement Date, (vi) whether such Company Option is an incentive stock option or non-statutory stock option under the Code, (vii) whether the exercisability of such Company Option shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any, and (viii) the Company Stock Plan under which the Company Option was granted. All Company Options were granted under the Company Stock Plans. True and correct copies of the Company Stock Plans, the standard agreements under the Company Stock Plans and each agreement for each Company Option that does not conform to the standard agreement under the Company Stock Plans have been provided to Parent. All Company Options have been issued and granted in compliance with Applicable Law and all requirements set forth in applicable Contracts. As of the Agreement Date, the Company has no restricted stock units issued or outstanding and as of the Effective Time the New RSUs to be issued by the Company in accordance with Section 5.11 will be the only restricted stock units of the Company issued and outstanding at such time.
