Options and SARs. In the event of a Change in Control, each outstanding Option and SAR shall be assumed or an equivalent option or SAR substituted by the successor corporation or Affiliate of the successor corporation. With respect to Options and SARs granted to an Outside Director that are assumed or substituted for, if immediately prior to or after the Change in Control the Participant’s status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant, then the Participant shall fully vest in and have the right to exercise such Options and SARs as to all of the Awarded Stock, including Shares as to which it would not otherwise be vested or exercisable. Unless otherwise determined by the Administrator, in the event that the successor corporation refuses to assume or substitute for the Option or SAR, the Participant shall fully vest in and have the right to exercise the Option or SAR as to all of the Awarded Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or SAR is not assumed or substituted in the event of a Change in Control, the Administrator shall notify the Participant in writing or electronically that the Option or SAR shall be exercisable for a period of up to 15 days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or SAR shall be considered assumed if, following the Change in Control, the option or stock appreciation right confers the right to purchase or receive, for each Share of Awarded Stock subject to the Option or SAR immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Affiliate, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or SAR, for each Share of Awarded Stock subject to the Option or SAR, to be solely common stock of the successor corporation or its Aff...
Options and SARs. Except as otherwise provided in an Award Agreement:
(i) If the Grantee incurs a Termination of Service due to his or her death or Disability, the Options or SARs shall become fully vested and exercisable at the time of such Termination of Service, and such Options or SARs shall remain exercisable for a period of one (1) year from the date of such Termination of Service (but not beyond the original Term). To the extent the Options or SARs are not exercised at the end of such one (1) year period, the Options or SARs shall be immediately cancelled and forfeited to the Company.
(ii) If the Grantee either incurs a Termination of Service which is voluntary on the part of the Grantee (and not due to such Grantee’s death or Disability), the Options and SARs may thereafter be exercised, to the extent they were vested and exercisable at the time of such Termination of Service, for a period of thirty (30) days from the date of such Termination of Service (but not beyond the original Term). To the extent the Options or SARs are not exercised at the end of such thirty (30) day period, the Options or SARs shall be immediately cancelled and forfeited to the Company. To the extent the Options and SARs are not vested and exercisable on the date of such Termination of Service, they shall be immediately cancelled and forfeited to the Company.
(iii) If the Grantee either incurs a Termination of Service by an Employer without Cause, the Options and SARs may thereafter be exercised, to the extent they were vested and exercisable at the time of such Termination of Service, for a period of ninety (90) days from the date of such Termination of Service (but not beyond the original Term). To the extent the Options or SARs are not exercised at the end of such ninety (90) day period, the Options or SARs shall be immediately cancelled and forfeited to the Company. To the extent the Options and SARs are not vested and exercisable on the date of such Termination of Service, they shall be immediately cancelled and forfeited to the Company.
(iv) If the Grantee incurs a Termination of Service for Cause, all unexercised Options and SARs (whether vested or unvested) shall be immediately canceled and forfeited to the Company.
Options and SARs. Except as otherwise provided in an Award Agreement:
(i) If Termination of Affiliation occurs for a reason other than death, Disability or Cause, Options and SARs which were vested and exercisable immediately before such Termination of Affiliation shall remain exercisable for a period ending ninety (90) days following such Termination of Affiliation (but not later than the expiration of the Option Term or SAR Term, as applicable) and shall then terminate.
(ii) If Termination of Affiliation occurs by reason of death or Disability, Options and SARs which were vested and exercisable immediately before such Termination of Affiliation shall remain exercisable for a period ending one (1) year following such Termination of Affiliation (but not later than the expiration of the Option Term or SAR Term, as applicable) and shall then terminate.
Options and SARs. Subject to adjustment as provided in Section 4.2, no Employee shall be granted within any fiscal year of the Company one or more Options or Freestanding SARs which in the aggregate are for more than three million (3,000,000) shares of Stock reserved for issuance under the Plan.
Options and SARs. Unless otherwise agreed to by Parent and selected holders thereof in writing, at the Effective Time, each outstanding equity award granted under the Stock Plans that is an option to purchase Shares (a “Company Option”) and each stock appreciation right (“SAR”), whether vested or unvested, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into an option to purchase
Options and SARs. The aggregate maximum number of Shares that may be subject to Awards of Options and SARs, including ISOs, granted in any one Plan Year to any one Participant shall be one million five hundred thousand (1,500,000).
Options and SARs. The vesting, forfeiture and other terms of payout for Awards of Options and SARs that apply in the event that a Participant ceases to be an Employee of the Company or any of its Affiliates shall be determined as set forth in the applicable Award Agreement for Awards granted beginning in February 2013, and as follows for Awards granted prior to February 2013:
Options and SARs. The vesting, forfeiture and other terms of payout for Awards of Options and SARs that apply in the event that a Director’s services cease shall be determined as set forth in the applicable Award Agreement for Awards granted beginning in February 2013, and as follows for Awards granted prior to February 2013: All rights of a Director under an outstanding Award, to the extent it has not been exercised, shall terminate 90 days after the date of the termination of his or her services as a Director for any reason other than: (i) the death of the Director; (ii) cessation of services as a Director because the individual, although nominated by the Board of Directors, is not elected by the shareholders to the Board of Directors; or (iii) cessation of services as a Director because of total and permanent disability as defined in Section 22(e)(3) of the Code (collectively, “Termination Events”). If a Director’s services as such cease because of a Termination Event, his or her unvested Options and SARs shall vest immediately. All vested Options and SARs shall expire one year after the date of a Termination Event.
Options and SARs. (i) Except as otherwise provided in an Award Agreement or clause (ii) or (iii) below, upon a Grantee’s Termination of Employment, all Options and SARs not vested and exercisable immediately before such Termination of Employment shall terminate and no Option or SAR may be exercised after such Termination of Employment.
(ii) If Termination of Employment occurs for a reason other than retirement, death, Disability or cause, Options and SARs which were vested and exercisable immediately before such Termination of Employment shall remain exercisable for a period of 90 days following such Termination of Employment (but not for more than 10 years from the grant date of the Award or expiration of the Option Term, if earlier) and shall then terminate.
(iii) If Termination of Employment occurs by reason of retirement, death or disability, Options and SARs which were vested and exercisable immediately before such Termination of Employment shall remain exercisable for a period of one year following such Termination of Employment (but not for more than 10 years from the grant date of the Award or expiration of the Option Term, if earlier) and shall then terminate.
Options and SARs. (a) Xxxxxxxx agrees that on or prior to May 31, 1998 she will exercise in full options granted to her by the Company as of April 30, 1996, being incentive stock options exercisable to purchase 24,500 shares of Common Stock at an exercise price of $1.50 per share (the "Options"), pursuant to the terms for the exercise of the Options set forth in the NonTransferable Incentive Stock Option Agreement, dated as of April 30, 1996, between the Company and Xxxxxxxx regarding the Options. The Company agrees that it will use its best efforts to file and effect prior to May 31, 1998 a registration statement on Form S-8 covering the issuance of 24,500 shares of Common Stock to Xxxxxxxx upon the exercise of the Options.
(b) Xxxxxxxx and the Company agree that the additional incentive stock options exercisable to purchase 12,000 shares of Common Stock at an exercise price of $1.78 issued to Xxxxxxxx as of December 5, 1996 and 1,500 share appreciation rights issued to Xxxxxxxx as of July 19, 1994 shall be cancelled effective as of July 30, 1997.
(c) The Company agrees to use its best efforts to cooperate with Xxxxxxxx in any attempt by her to exercise any of the options or rights described in Sections 4(a) or 4(b) hereof in accordance with their respective terms.
