Options; Restricted Stock. All of Executive’s then outstanding options to purchase shares of the Company’s Common Stock (the “Options”) shall immediately vest and become exercisable (that is, in addition to the shares subject to the Options which have vested and become exercisable as of the date of such termination), but in no event shall the number of shares subject to such Options which so vest exceed the total number of shares subject to such Options. Additionally, all of the shares of the Company’s Common Stock then held by Executive subject to a Company right of repurchase (the “Restricted Stock”) shall immediately vest and have such Company right of repurchase with respect to such shares of Restricted Stock lapse (that is, in addition to the shares of Restricted Stock which have vested as of the date of such termination), but in no event shall the number of shares which so vest exceed the number of shares of Restricted Stock outstanding immediately prior to such termination.
Options; Restricted Stock. All of the Employee’s then outstanding options to purchase shares of the Company’s Common Stock (the “Options”) shall immediately vest and became exercisable. Additionally, all of the shares of the Company’s Common Stock then held by the Employee subject to a Company repurchase right (the “Restricted Stock”) shall immediately vest and the Company’s right of repurchase with respect to such shares of Restricted Stock shall lapse. The Options shall remain exercisable following the termination for the period prescribed in the respective option agreements.
Options; Restricted Stock. Notwithstanding the terms of any award agreement heretofore or hereafter granted to the Executive under any Award Plan, including, without limitation, the 2007 Plan and the 2010 Plan, or any other agreement granting the Executive Options or Restricted Stock (in each case, an “Award Agreement”), upon a Termination Without Cause or Termination for Good Reason, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes granted to the Executive shall become fully vested on the Termination Date and immediately prior to the time of termination. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. For purposes of an Award Agreement, a Termination for Good Reason shall constitute an involuntary termination of the Executive’s employment by the Company, and not a voluntary termination by the Executive. In the event of any conflict between the terms of this Section 8(b) and the terms of any Award Agreement granted to the Executive, the terms of this Section 8(b) shall control and govern.
Options; Restricted Stock. Notwithstanding the terms of any award agreement heretofore or hereafter granted to the Executive under any Award Plan, including, without limitation, the 2010 Plan and the 2012 Plan, or any other agreement granting the Executive Options or Restricted Stock (in each case, an “Award Agreement”), upon a Termination Without Cause or Termination for Good Reason, (i) all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes granted to the Executive shall become fully vested on the Termination Date and immediately prior to the time of termination, and (ii) the Executive shall continue to have the right to exercise any such Options until the earlier to occur of (A) the three (3) year anniversary of the Termination Date or (B) the final expiration date for such Options as provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 8(b) and the terms of any Award Agreement heretofore or hereafter granted to the Executive, the terms of this Section 8(b) shall control and govern.
Options; Restricted Stock. In the event that the Employee is entitled to severance benefits pursuant to subsection 3(a)(i), then upon such termination, in addition to any portion of the Employee's stock options that were exercisable immediately prior to such termination, or restricted stock that was not subject to the right of repurchase held by the Company, such unvested options shall vest immediately upon termination, and such restricted stock shall immediately be released from the Company's right of repurchase.
Options; Restricted Stock. (a) At the Effective Time, each option to purchase Shares (each a "Company Stock Option") granted under the Company Stock Plans outstanding immediately prior to the Effective Time, if unvested, shall become fully vested and exercisable and, whether vested or unvested, shall be converted into an option to acquire a number of Parent Depository Shares equal to the product (rounded down to the nearest whole number) of (i) the number of Shares subject to such Company Stock Option immediately prior to the Effective Time times (ii) the sum of (A) the Exchange Ratio and (B) the quotient of the Cash Consideration divided by the Average Closing Price (such sum, the "Adjusted Conversion Number"), at a price per Parent Depository Share (rounded up to the nearest whole cent) equal to the quotient of the exercise price per Share of such Company Stock Option divided by the Adjusted Conversion Number; provided, however, that the exercise price and the number of Parent Depository Shares purchasable pursuant to the Company Stock Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; and provided, further, that in the case of any Company Stock Option to which Section 422 of the Code applies, the exercise price and the number of Parent Depository Shares purchasable pursuant to such Company Stock Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided in this Section 2.3(a), following the Effective Time, each Company Stock Option shall continue to be governed by the same terms and conditions as were applicable under such Company Stock Option immediately prior to the Effective Time. Parent shall take all actions necessary for the assumption of such Company Stock Options and, as soon as practicable after the Effective Time, Parent shall deliver to the holders of such Company Stock Options appropriate notices that such Company Stock Options have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.3(a)).
(b) For purposes of this Agreement: (i) "Average Closing Price" means the average of the per share closing prices of Parent Common Shares as reported on Eurolist by Euronext Amsterdam for the ten (10) trading days ending on the second-to-last trading day prior to the Closing Date; (ii) "Company Stock ...
Options; Restricted Stock. In the event that the Employee is entitled to severance benefits pursuant to subsection 3(a)(i) or subsection 3(a)(ii), then upon such termination, in addition to any portion of the Employee's stock options that were exercisable immediately prior to such termination, or restricted stock that was not subject to the right of repurchase held by the Company, such options shall continue to vest as to an additional amount, and such restricted stock shall continue to vest from the Company's right of repurchase as to an additional amount, as though the Employee had remained continuously employed for a period of twelve (12) months following such termination in the case of subsection 3(a)(i) above, or six (6) months following such termination in the case of subsection 3(a)(ii) above, for the period prescribed in such option plans or restricted stock purchase agreements.
Options; Restricted Stock. 5.1 As a matter of separate inducement and agreement in connection with his employment hereunder and not in lieu of any salary or other compensation, Charter shall grant to the Executive options (the “Executive Options”) to purchase Seven Hundred Fifty Thousand (750,000) Shares of the Class A Common Stock of Charter at an exercise price equal to the fair market value of such shares on the date of grant. Such options shall vest in accordance with and shall otherwise have the terms and conditions set forth in the form of option agreement previously delivered to the Executive.
5.2 As a matter of separate inducement and agreement in connection with his employment hereunder and not in lieu of any salary or other compensation, Charter shall issue to the Executive Fifty Thousand (50,000) Shares of Class A Common Stock of Charter (the “Shares”). The restrictions on the Shares shall lapse and the grant shall otherwise have the terms and conditions set forth in the form of Restricted Stock Agreement previously delivered to the Executive.
Options; Restricted Stock. There shall be allocated sufficient shares of New Common Stock to provide the Long Term Incentive Plan (as defined below).
Options; Restricted Stock. Your options to purchase the Company’s Common stock and your restricted shares of Common Stock will be deemed fully vested at the Closing and will be treated as contemplated in the Merger Agreement.
