Options and RSUs. At the Effective Time:
(a) The Representative shall pay to the Surviving Corporation for payment to each Optionholder, subject to any applicable Withholding Taxes, the applicable Per Option Merger Consideration due to such Optionholder under Section 2.10(c) with respect to each Option. Further payments, if any, to the Surviving Corporation for payment to each Optionholder from the Purchase Price Adjustment Escrow Account, the Indemnification Escrow Account, the Representative Escrow Account or otherwise pursuant to this Agreement shall be made by, or at the direction of, the Representative as, if and when an amount is released or paid to the Representative pursuant to the terms of this Agreement and the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or the Representative Escrow Agreement, as applicable, and any such further payments shall be paid at the same time, as nearly as practicable, as related payments are made to the Common Stockholders.
(b) The Representative shall pay to the Surviving Corporation for payment to each RSU Holder, subject to any applicable Withholding Taxes, the Per Share Common Stock Merger Consideration due to such RSU Holder under Section 2.10(c) with respect to each RSU and the applicable Per RSU Dividend Equivalent Payment due to such RSU Holder under the terms of, and with respect to, each RSU. Further payments, if any, to the Surviving Corporation for payment to each RSU Holder from the Purchase Price Adjustment Escrow Account, the Indemnification Escrow Account, the Representative Escrow Account or otherwise pursuant to this Agreement shall be made by, or at the direction of, the Representative as, if and when an amount is released or paid to the Representative pursuant to the terms of this Agreement and the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or the Representative Escrow Agreement, as applicable, and any such further payments shall be paid at the same time, as nearly as practicable, as related payments are made to the Common Stockholders.
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.
(b) No Company RSU 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 ...
Options and RSUs. Except as set forth in Section 3(b)(iii) above, all stock options, restricted stock units, 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. (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.
(b) Except as set forth in the Equity Statement, you do not have any rights or interests with respect to any capital stock or other securities of the Company.
Options and RSUs. Employee acknowledges and agrees that:
(a) all vested but unexercised Options will expire three (3) months from Termination Date;
(b) RSUs and PSUs that have not been earned and vested will expire on Termination Date.
Options and RSUs. The 87,500 options granted on August 11, 2011 with an exercise price of $18.81/share will fully vest in accordance with the schedule as if Executive were continuing to be employed (currently 43,750 will be unvested on August 31, 2013). Executive will be allowed to exercise these options upon and after vesting, using cash settlement, anytime up to the expiration date of August 11, 2016.
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. 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. During the Employment Period you will continue to vest in your options and restricted stock units (“RSUs”) in accordance with their terms, as amended from time to time, except as otherwise provided herein. For the avoidance of doubt, your provision of services hereunder through the Termination Date, regardless of role, shall be deemed “Employment” for purposes of the Company’s 2006 Incentive Plan (“2006 LTI Plan”) and any awards granted thereunder. As of your Termination Date (whenever occurring), your outstanding options and RSUs will be treated as provided under the terms of the respective award agreement (as amended from time to time) for an involuntary termination other than for Cause, except as otherwise herein provided. You shall not be eligible for “Retirement” treatment under such agreements.
