Options and Stock Appreciation Rights. Upon a Change in Control or upon termination of the Executive's employment without cause during the Change in Control Period or voluntary termination by the Executive of the Executive's employment for Good Reason during the Change in Control Period, all unvested and unexercised Options and Rights granted to the Executive shall vest immediately and shall become exercisable in accordance with the terms of each such Option or Right or the plan governing each such Option or Right.
Options and Stock Appreciation Rights. If an Option or Stock Appreciation Right expires or becomes unexercisable without having been exercised in full or is surrendered under an Exchange Program, the unissued Shares subject to the Option or Stock Appreciation Right will become available for future issuance under the Plan.
Options and Stock Appreciation Rights. Each Option and SAR will have such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated or if an Option designated as an Incentive Stock Option fails to qualify as an Incentive Stock Option, then such Option will be a Nonstatutory Stock Option, and the shares purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated in shares of Common Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however, that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:
Options and Stock Appreciation Rights. The maximum number of shares of Common Stock subject to Options granted and shares of Common Stock subject to Stock Appreciation Rights granted in any one calendar year to any one Participant shall be, in the aggregate, five hundred thousand (500,000) shares, subject to adjustment as provided in Section 15.
Options and Stock Appreciation Rights. Each Option and SAR will have such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated, then such Option will be a Nonstatutory Stock Option, and the shares purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated in shares of Common Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however, that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:
Options and Stock Appreciation Rights. Options granted under the Plan may be either non-qualified options or "incentive stock options" qualifying under Section 422A of the Internal Revenue Code. Non-qualified Options An optionee is not subject to Federal income tax upon grant of a non-qualified option. At the time of exercise, the optionee will realize compensation income (subject to withholding) to the extent that the then fair market value of the stock exceeds the option price. The amount of such income will constitute an addition to the optionee's tax basis in the optioned stock. Sale of the shares will result in capital gain or loss (long-term or short-term depending on the optionee's holding period). The Hartford is entitled to a Federal tax deduction at the same time and to the same extent that the optionee realizes compensation income. Incentive Stock Options ("ISOs") Options under the Plan denominated as ISOs are intended to constitute incentive stock options under Section 422A of the Internal Revenue Code of 1986, as amended. An optionee is not subject to Federal income tax upon either the grant or exercise of an ISO. If the optionee holds the shares acquired upon exercise for at least one year after issuance of the optioned shares and until at least two years after grant of the option, then the difference between the amount realized on a subsequent sale or other taxable disposition of the shares and the option price will constitute long-term capital gain or loss. To obtain favorable tax treatment, an ISO must be exercised within three months after termination of employment (other than by retirement, disability, or death) with The Hartford or a 50% subsidiary. To obtain favorable tax treatment, an ISO must be exercised within three months of retirement or within one year of cessation of employment for disability (with no limitation in the case of death), notwithstanding any longer exercise period permitted under the terms of the Plan. The Hartford will not be entitled to a Federal tax deduction with respect to the grant or exercise of the ISO. If the optionee sells the shares acquired under an ISO before the requisite holding period, he or she will be deemed to have made a "disqualifying disposition" of the shares and will realize compensation income in the year of disposition equal to the lesser of the fair market value of the shares at exercise or the amount realized on their disposition over the option price of the shares. (However, if the disposition is by gift or by sale to a rela...
Options and Stock Appreciation Rights. The Economic Value of a Share (as defined below) subject to a stock option or stock appreciation right will be the difference equal to (A) the fair market value of such Share as of the date the 280G Value of the Share is determined for purposes of this Section, minus (B) the per share exercise price of the award.
Options and Stock Appreciation Rights. All stock options and other incentive awards held by the Executive shall become fully exercisable during the Separation Period.
Options and Stock Appreciation Rights. Prior to the Effective Time, the Company shall take all actions necessary to provide that each option to acquire Company Ordinary Shares (each, an “Option”) and each Stock Appreciation Right issued and outstanding immediately prior to the Effective Time (i) with an exercise price or base value, as applicable, less than the Merger Consideration payable per Company Ordinary Share (such Options and Stock Appreciation Rights, “In the Money Options”) and that are vested and exercisable as of immediately prior to the Effective Time shall be cancelled, terminated and converted at the Effective Time into the right to receive only the Option Consideration for each Company Ordinary Share then subject to such In the Money Options, as the case may be, and (ii) with an exercise price or base value, as applicable, equal to or greater than the Merger Consideration payable per Company Ordinary Share (whether or not vested and exercisable as of the Effective Time) automatically shall be cancelled and terminated at the Effective Time without any payment or further rights or claims of the holder thereof. All Options and Stock Appreciation Rights that are not exercised prior to the Effective Time or cancelled as provided for in clause (i) or (ii) above (each, a “Continuing Option”) shall be deemed assumed as of the Effective Time by the Surviving Corporation, shall have, subject to the last sentence of this Section 2.3(a), the same exercise price or base value, as applicable, as in effect immediately prior to the Effective Time, shall continue to vest in accordance with the existing vesting schedule of such Continuing Options, but upon exercise, the holders of such Continuing Options will be entitled only to receive the same aggregate Merger Consideration they would have received pursuant to the Merger had such Continuing Options been exercised immediately prior to the Effective Time. In each case, the Option Consideration each holder of Options and Stock Appreciation Rights is entitled to receive for such Options and Stock Appreciation Rights shall be rounded to the nearest cent and computed after aggregating the cash amounts payable for all Options and Stock Appreciation Rights held by such holder. Upon the Effective Time, all Options and Stock Appreciation Rights (other than Continuing Options) shall no longer be outstanding and shall automatically cease to exist, and each holder of an Option or Stock Appreciation Right (other than Continuing Options) shall cease to have a...
Options and Stock Appreciation Rights. Each Conversion Equity Award that is a Remainco Option or Remainco Stock Appreciation Right shall be converted into an RMT Partner Option or an RMT Partner Stock Appreciation Right, as applicable, and shall otherwise be subject to the same terms and conditions after the Closing as the terms and conditions applicable to the corresponding Remainco Option or Remainco Stock Appreciation Right immediately prior to the Closing; provided, however, that from and after the Closing:
(i) the number of shares of RMT Partner Common Stock subject to such RMT Partner Option or RMT Partner Stock Appreciation Right shall be equal to the product obtained by multiplying (A) the number of shares of Remainco Common Stock subject to the corresponding Remainco Option or Remainco Stock Appreciation Right immediately prior to the Closing by (B) the Equity Adjustment Ratio, with such number rounded down to the nearest whole number of shares; and
(ii) the per share exercise price of such RMT Partner Option or RMT Partner Stock Appreciation Right shall be equal to the quotient obtained by dividing (A) the per share exercise price of the corresponding Remainco Option or Remainco Stock Appreciation Right immediately prior to the Closing by (B) the Equity Adjustment Ratio, with such value rounded up to the nearest whole cent.
